ST BARBARA LIMITED

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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

24 May 2019

Company Announcements Office ASX Limited

By electronic lodgement

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

St Barbara Limited (ASX:SBM) – Despatch of Retail Entitlement Offer Booklet

Further to the announcement by St Barbara Limited ( St Barbara ) on Wednesday, 15 May 2019 of a 1 for 3.1 pro-rata accelerated non-renounceable entitlement offer to raise approximately $490 million ( Entitlement Offer ), St Barbara confirms that a copy of the Retail Entitlement Offer Booklet ( Offer Booklet ), together with a personalised entitlement and acceptance form, was despatched to all eligible retail shareholders on Tuesday, 21 May 2019.

Further details on the retail component of the Entitlement Offer ( Retail Entitlement Offer ) are set out in the Offer Booklet. Retail shareholders with questions about the Retail Entitlement Offer should contact the St Barbara Offer Information Line on 1300 653 935 (within Australia) or +61 3 9415 4356 (outside Australia) between 8:30 am and 5:00 pm (AEST) on Monday to Friday during the Retail Entitlement Offer period. The Retail Entitlement Offer closes at 5:00 pm (AEST) on Tuesday, 4 June 2019.

Rowan Cole

Company Secretary

Important Information

This document is not an offer of securities for sale in the United States or to any person to whom it would not be lawful outside Australia. Securities may not be offered or sold in the United States absent registration under the US Securities Act of 1933 (the "US Securities Act") or an exemption therefrom. St. Barbara Limited has not registered and does not intend to register any of the Offer Securities under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States. The Offer Securities will not be offered or sold to the public in the United States.

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ABN 36 009 165 066

Retail Entitlement Offer Booklet

Details of a 1-for-3.1 pro-rata accelerated non-renounceable Entitlement Offer of St Barbara Limited ordinary shares at an Offer Price of A$2.89 per New Share

The Retail Entitlement Offer closes at 5.00pm (AEST) on Tuesday, 4 June 2019

The Retail Entitlement Offer is underwritten

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

If you are an Eligible Retail Shareholder, this is an important document that requires your immediate attention which is accompanied by a personalised Entitlement and Acceptance Form. It should be read in its entirety. This document is not a prospectus under the Corporations Act and has not been lodged with the Australian Securities and Investments Commission ( ASIC ). You should consult your stockbroker, solicitor, accountant or other professional adviser if you have any questions.

If you have any questions, you should seek advice from your stockbroker, accountant or other independent professional adviser or call the St Barbara Offer Information Line on 1300 653 935 (within Australia) or +61 3 9415 4356 (outside Australia) at any time between 8:30am and 5:00pm (AEST) on Monday to Friday during the Retail Entitlement Offer period.

IMPORTANT NOTICES

This Offer Booklet is dated 17 May 2019 and has been issued by St Barbara Limited (ACN 009 165 066) ( St Barbara ). This Offer Booklet relates to the Retail Entitlement Offer, which is part of the Entitlement Offer by St Barbara to raise approximately $490 million. Capitalised terms in this section have the meaning given to them in this Offer Booklet.

The Retail Entitlement Offer is made pursuant to section 708AA of the Corporations Act 2001 (Cth) ( Corporations Act ) (as notionally modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84). This Offer Booklet is not a prospectus or a product disclosure statement under the Corporations Act and has not been lodged with ASIC. This Offer Booklet does not contain all of the information which would be required to be disclosed in a prospectus or product disclosure statement. As a result, it is important for you to read and understand the publicly available information on St Barbara and the Entitlement Offer (for example, the information available on St Barbara’s website at https://stbarbara.com.au/ or on the ASX’s website at www.asx.com) prior to deciding whether to accept your Entitlement and apply for New Shares. The information in this Offer Booklet does not constitute financial product advice and does not take into account your investment objectives, financial situation or particular needs.

Please contact your professional advisor or the St Barbara Offer Information Line on 1300 653 935 (within Australia) or +61 3 9415 4356 (outside Australia) between 8:30am and 5:00pm (AEST) on Monday to Friday if you have any questions.

This Offer Booklet should be read in its entirety (including the accompanying Entitlement and Acceptance Form) before you decide to participate in the Retail Entitlement Offer. In particular, the Investor Presentation in Section 4 of this Offer Booklet details important factors and risks that could affect the financial and operating performance of St Barbara. Please refer to the ’Key risks’ sections of the Investor Presentation for details. When making an investment decision in connection with the Retail Entitlement Offer, it is essential that you consider these risk factors carefully in light of your individual personal circumstances, including financial and taxation issues (some of which have been outlined in Section 3 of this Offer Booklet).

In addition to reading this Offer Booklet in conjunction with St Barbara’s other periodic and continuous disclosure announcements including the Investor Presentation and St Barbara’s announcements to the ASX and on its website, you should conduct your own independent review, investigations and analysis of St Barbara and the New Shares and obtain any professional advice you require to evaluate the merits and risks of an investment in St Barbara before making any investment decision.

By returning an Entitlement and Acceptance Form or otherwise paying for your New Shares through BPAY® in accordance with the instructions on the Entitlement and Acceptance Form, you acknowledge that you have read this Offer Booklet and you have acted in accordance with and agree to the terms of the Retail Entitlement Offer detailed in this Offer Booklet.

No overseas offering

This Offer Booklet and the accompanying Entitlement and Acceptance Form do not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. In particular, this Offer Booklet does not constitute an offer to Ineligible Retail Shareholders.

This Offer Booklet is not to be distributed in, and no offer of New Shares is to be made, in countries other than Australia and New Zealand.

No action has been taken to register or qualify the Retail Entitlement Offer, the Entitlements or the New Shares, or otherwise permit the public offering of the New Shares, in any jurisdiction other than Australia and New Zealand.

The distribution of this Offer Booklet (including an electronic copy) outside Australia and New Zealand, is restricted by law. If you come into possession of the information in this Offer Booklet, you should observe such restrictions and should seek your own advice on such restrictions. Any non-compliance with these restrictions may contravene applicable securities laws.

Foreign exchange control restrictions or restrictions on remitting funds from your country to Australia may apply. Your Application for New Shares is subject to all requisite authorities and clearances being obtained for St Barbara to lawfully receive your Application Monies.

New Zealand

The New Shares are not being offered to the public within New Zealand other than to existing Shareholders of St Barbara with registered addresses in New Zealand to whom the offer of these securities is being made in St Barbara on the Financial Markets Conduct Act 2013 and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016.

This document has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

United States disclaimer

None of the information in this Offer Booklet or the accompanying Entitlement and Acceptance Form constitutes an offer to sell, or the solicitation of an offer to buy, any securities in the United States, or in any jurisdiction in which such an offer would be illegal. Neither this Offer Booklet (or any part of it), the accompanying ASX Announcements nor the accompanying Entitlement and Acceptance Form may be released or distributed directly or indirectly, to persons in the United States.

The Entitlements and the New Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended ( U.S. Securities Act ) or the securities laws of any state or other jurisdiction of the United States. The Entitlements may not be taken up or exercised by, and the New Shares may not be offered or sold to, directly or indirectly, any person, in the United States, except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and applicable securities laws of any state or other jurisdiction of the United States. The Entitlements and New Shares to be offered and sold in the Retail Entitlement Offer may only be offered and sold in "offshore transactions" (as defined in Rule 902(h)) in compliance with Regulation S under the U.S. Securities Act.

Definitions, time and currency

Defined terms used in this Offer Booklet are contained in Section 6. All references to time are to AEST, unless otherwise indicated.

All references to ‘$’ are AUD unless otherwise noted.

Taxation

There will be tax implications associated with participating in the Retail Entitlement Offer and receiving New Shares. Section 3 provides for a general guide to the Australian income tax, goods and services tax and stamp duty implications of the Retail Entitlement Offer for Eligible Retail Shareholders. The guide does not take account of the individual circumstances of particular Eligible Retail Shareholders and does not constitute tax advice. St Barbara recommends that you consult your professional tax adviser in connection with the Retail Entitlement Offer.

Privacy

St Barbara collects information about each Applicant provided on an Entitlement and Acceptance Form for the purposes of processing the Application and, if the Application is successful, to administer the Applicant's shareholding in St Barbara.

By submitting an Entitlement and Acceptance Form, you will be providing personal information to St Barbara (directly or through the Share Registry). St Barbara collects, holds and will use that information to assess your Application. St Barbara collects your personal information to process and administer your shareholding in St Barbara and to provide related services to you. St Barbara may disclose your personal information for purposes related to your shareholding in St Barbara, including to the Share Registry, St Barbara’s related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory bodies. You can obtain access to personal information that St Barbara holds about you. To make a request for access to your personal information held by (or on behalf of) St Barbara, please contact St Barbara through the Share Registry.

Governing law

This Offer Booklet, the Retail Entitlement Offer and the contracts formed on acceptance of the Applications are governed by the law of Victoria, Australia. Each Applicant submits to the non-exclusive jurisdiction of the courts of Victoria, Australia.

unknown risks and uncertainties and other factors which are beyond the control of St Barbara and the underwriter (and each of its affiliates, related bodies corporate (as that term is defined in the Corporations Act), and each of their respective directors, employees, officers, representatives, agents, partners, consultants and advisers) (together the Underwriter Parties ). This includes any statements about market and industry trends, which are based on interpretations of current market conditions. Forward looking statements may include projections, guidance on future revenues, earnings, dividends and estimates.

These forward-looking statements contained in this Offer Booklet involve known and unknown risks, uncertainties and other factors which are subject to change without notice, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct.

Forward-looking statements are provided as a general guide only and there can be no assurance that actual outcomes will not differ materially from these statements. Neither St Barbara, nor any other person, gives any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statement will actually occur. In particular, such forward-looking statements are subject to significant uncertainties and contingencies, many of which are outside the control of St Barbara. A number of important factors could cause actual results or performance to differ materially from the forward looking statements. Investors should consider the forward looking statements contained in this Offer Booklet in light of those disclosures.

The forward looking statements are based on information available to St Barbara as at the date of this Offer Booklet. Except as required by law or regulation (including the Listing Rules), St Barbara is under no obligation to provide any additional or updated information whether as a result of new information, future events or results or otherwise.

None of the Underwriter Parties have authorised, approved or verified any forward-looking statements.

Disclaimer

No representations

No person is authorised to give any information or to make any representation in connection with the Retail Entitlement Offer which is not contained in this Offer Booklet. Any information or representation in connection with the Retail Entitlement Offer not contained in the Offer Booklet may not be relied upon as having been authorised by St Barbara or any of its officers.

Past performance

Investors should note that St Barbara’s past performance, including past share price performance, cannot be relied upon as an indicator of (and provides no guarantee or guidance as to) St Barbara’s future performance including St Barbara’s future financial position or share price performance.

Determination of eligibility of investors for the purposes of the institutional or retail components of the Entitlement Offer is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of St Barbara and the Underwriter. To the maximum extent permitted by law, each of St Barbara and the Underwriter and each of their respective affiliates disclaim any duty or liability (including for negligence) in respect of that determination and the exercise or otherwise of that discretion. To the maximum extent permitted by law, the Underwriter Parties disclaim all liability for any expenses, losses, damages or costs incurred by you as a result of your participation in the Retail Entitlement Offer and the information in this Offer Booklet being inaccurate or due to information being omitted from this Offer Booklet, whether by way of negligence or otherwise, and make no representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of the information in this Offer Booklet.

Future performance

This Offer Booklet contains certain forward looking statements with respect to the financial condition, results of operations, projects and business of St Barbara and certain plans and objectives of the management of St Barbara. Forward looking statements include those containing words such as: "anticipate", "believe", "expect", "estimate", "should", "will", "plan", "could", "may" "intends", "guidance", "project", "forecast", "target", "likely" and other similar expressions, and include, but are not limited to, statements regarding outcome and effects of the Retail Entitlement Offer. Any forward looking statements, opinions and estimates provided in this Offer Booklet are based on assumptions and contingencies which are subject to change without notice and involve known and

The Underwriter Parties take no responsibility for any part of this Offer Booklet or liability (including, without limitation, any liability arising from fault or negligence on the part of any person) for any direct, indirect, consequential or contingent loss or damage whatsoever arising from the use of any part of this Offer Booklet or otherwise arising in connection with either of them.

The Underwriter Parties make no recommendation as to whether you or your related parties should participate in the Retail Entitlement Offer nor do they make any representations or warranties, express or implied, to you concerning the Entitlement Offer or any such information, and by returning an Entitlement and Acceptance Form or otherwise paying for your New Shares

through BPAY® in accordance with the instructions on the Entitlement and Acceptance Form, you represent, warrant and agree that you have not relied on any statements made by the Underwriter Parties in relation to the New Shares or the Entitlement Offer generally and you further expressly disclaim that you are in a fiduciary relationship with any of them.

Statements made in this Offer Booklet are made only as at the date of this Offer Booklet. The information in this Offer Booklet remains subject to change without notice.

Risks

Refer to the ’Key risks’ section of the Investor Presentation included in Section 4 of this Offer Booklet for a summary of general and specific risk factors that may affect St Barbara. You should consider these risks carefully in light of your personal circumstances, including financial and taxation issues, before making an investment decision in connection with the Retail Entitlement Offer.

No cooling off

Cooling off rights do not apply to an investment in New Shares. You cannot withdraw an Application once it has been accepted.

Trading New Shares

St Barbara will have no responsibility and disclaims all liability (to the maximum extent permitted by law) to persons who trade New Shares they believe will be issued to them before they receive their holding statements, whether on the basis of confirmation of the allocation provided by St Barbara or the Share Registry or otherwise, or who otherwise trade or purport to trade New Shares in error or which they do not hold or are not entitled to.

No Entitlements trading

Entitlements are non-renounceable and cannot be traded on ASX or any other exchange, nor can they be privately transferred.

Disclaimer of representations

No person is authorised to give any information, or to make any representation, in connection with the Retail Entitlement Offer that is not contained in this Offer Booklet.

Any information or representation that is not in this Offer Booklet may not be relied on as having been authorised by St Barbara, or its related bodies corporate in connection with the Retail Entitlement Offer.

If you are in any doubt as to these matters, you should first consult with your stockbroker, solicitor, accountant or other professional adviser.

CLAUSE

PAGE

A.	CHAIRMAN'S LETTER ............................................................................................... 6	CHAIRMAN'S LETTER ............................................................................................... 6
B.	KEY DATES FOR THE ENTITLEMENT OFFER ................................................................. 9
1.	OVERVIEW OF THE ENTITLEMENT OFFER .................................................................. 10
	1.1	Entitlement Offer ....................................................................................... 10
	1.2	Who is eligible to participate the Retail Entitlement Offer? ................................ 10
	1.3	What is your Entitlement? ........................................................................... 11
	1.4	Can you trade your Entitlement? .................................................................. 11
	1.5	Reconciliation ............................................................................................ 11
	1.6	ASX quotation ........................................................................................... 11
	1.7	Ineligible Retail Shareholders ....................................................................... 12
	1.8	Restrictions on exercise of Entitlements acquired on ASX or otherwise ............... 12
	1.9	Performance Rights holders ......................................................................... 12
	1.10	Rights of St Barbara and the Underwriter ...................................................... 12
2.	HOW	TO APPLY ..................................................................................................... 14
	2.1	What you may do – choices available ............................................................ 14
	2.2	If you wish to take up all of your Entitlement or take up all your Entitlement
		and participate in the Oversubscription Facility ............................................... 14
	2.3	If you wish to take up part of your Entitlement ............................................... 15
	2.4	If you do not wish to take up your Entitlement ............................................... 15
	2.5	Consequences of not taking up all or part of your Entitlement ........................... 16
	2.6	Payment ................................................................................................... 16
	2.7	Mail delivery .............................................................................................. 17
	2.8	Entitlement and Acceptance Form is binding .................................................. 18
3.	AUSTRALIAN TAXATION CONSIDERATIONS .............................................................. 20
	3.1	Issue of Entitlement ................................................................................... 20
	3.2	Exercise of Entitlement and applying for additional New Shares under the
		Oversubscription Facility ............................................................................. 20
	3.3	New Shares ............................................................................................... 21
	3.4	Other Australian taxes ................................................................................ 21
4.	ASX ANNOUNCEMENTS (INCLUDING ST BARBARA INVESTOR PRESENTATION) .............. 22
5.	IMPORTANT INFORMATION .................................................................................... 64
	5.1	Responsibility for Offer Booklet .................................................................... 64
	5.2	Status of Offer Booklet ............................................................................... 64
	5.3	Offer Booklet availability ............................................................................. 64
	5.4	Notice to nominees and custodians ............................................................... 65
	5.5	No cooling off ............................................................................................ 65
	5.6	Withdrawal of the Entitlement Offer .............................................................. 65
	5.7	Privacy Statement ...................................................................................... 65
	5.8	Governing Law .......................................................................................... 66
	5.9	Foreign Jurisdictions ................................................................................... 66
	5.10	Regulatory consents ................................................................................... 66
	5.11	Underwriting arrangements ......................................................................... 67
	5.12	Disclaimer of representations ....................................................................... 68
6.	GLOSSARY ........................................................................................................... 69

A. CHAIRMAN'S LETTER

17 May 2019

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Dear Shareholder,

On behalf of the directors of St Barbara Limited ( St Barbara ), I am pleased to invite you to participate in a 1-for-3.1 pro-rata accelerated non-renounceable entitlement offer of new fully paid ordinary shares in St Barbara ( New Shares ) at an offer price of $2.89 ( Offer Price ) per New Share to raise approximately $490 million ( Entitlement Offer ). The Entitlement Offer is underwritten.

The proceeds of the Entitlement Offer are intended to be used to partially fund the acquisition by St Barbara of Atlantic Gold Corporation ( Atlantic ) by way of a court-approved Canadian plan of arrangement ( Acquisition ).

The Acquisition

St Barbara has entered into, through its wholly owned subsidiary Nord Pacific Ltd., a Canadian Plan of Arrangement Agreement with Atlantic. Atlantic (TSX-V:AGB) is a TSX-listed low cost gold producer, which owns and operates Moose River Consolidated ( MRC or Moose River ) in Nova Scotia, Canada.

Moose River comprises one producing open-pit (Touquoy) and three others in development (Beaver Dam, Fifteen Mile Stream and Cochrane Hill). Moose River declared commercial production in March 2018 and produced 91 koz in CY18 from Touquoy at an AISC of C$731/oz (A$761/oz), with planned expansion of production to 200+ koz as the other three pits are developed. MRC has mineral resources of 2.4 Moz inclusive of mineral reserves of 1.9 Moz.

St Barbara will acquire 100% of all outstanding Atlantic shares (on a fully diluted basis) at an all cash offer price of C$2.90 per Atlantic share, implying a total equity value of C$722 M (A$768 M)[1] and a total enterprise value of C$802 M (A$854 M).[2] This represents an attractive acquisition cost per ounce of reserves of C$428/oz (A$455/oz). The Acquisition excludes Atlantic’s 36% interest in Velocity Minerals Ltd. (TSX-V: VLC) (market value C$9 M (A$9 M)), which will be spun out to existing Atlantic shareholders following completion.

Further information about the Acquisition, including its strategic and financial benefits, is in St Barbara's market release and investor presentation lodged with the ASX on Wednesday, 15 May 2019 ( Investor Presentation ), which is included in Section 4 of this Offer Booklet.

The Acquisition is subject to customary closing conditions, including regulatory and shareholder approvals, and is expected to be completed in July 2019.

Entitlement Offer

The Entitlement Offer comprises an institutional component ( Institutional Entitlement Offer ) and a retail component ( Retail Entitlement Offer ), as announced on Wednesday, 15 May 2019.

Under the Retail Entitlement Offer, Eligible Retail Shareholders (as defined in Section 1.2) are being offered the opportunity to subscribe for 1 New Share for every 3.1 existing fully paid ordinary shares in St Barbara ( Shares ) held at 7.00pm (AEST) on Friday, 17 May 2019 ( Record Date ), at the Offer Price of $2.89 per New Share, which is the same price as paid by the institutional investors who participated in the Institutional Entitlement Offer. The Offer Price of $2.89 per New Share represents an approximate 13% discount to the closing share price of $3.32 on Tuesday, 14 May 2019 and a 10.1% discount to the theoretical ex-rights price ( TERP ) of A$3.22 as at Tuesday, 14 May 2019.[3]

1 Based on 236.9 million Atlantic shares outstanding and 20.5 million options outstanding valued at C$35.0m based on Intrinsic Value on the C$2.90 per share offer price.

2 Enterprise value based upon Atlantic debt of C$116.5 M and cash of C$36.1 M.

3 TERP is the theoretical price at which St Barbara shares should trade after the ex-date for the Entitlement Offer. TERP is a theoretical calculation only based on St Barbara's share price of A$3.32 as at market close on 14 May 2019 and the actual price at which St Barbara shares trade immediately after the ex-date for the Entitlement Offer will depend on many factors and may not be equal to TERP.

Under the Retail Entitlement Offer, Eligible Retail Shareholders that take up their full Entitlement may also apply for additional New Shares in excess of their Entitlement, up to a maximum of 25% of their Entitlement, at the Offer Price ( Oversubscription Facility ). Additional New Shares will only be available under the Oversubscription Facility to the extent that there are Entitlements under the Retail Entitlement Offer that are not taken up by Eligible Retail Shareholders. Applications under the Oversubscription Facility will be subject to scale back if Eligible Retail Shareholders apply for more additional New Shares than available under the Oversubscription Facility (see Section 2.2 of this Offer Booklet for further information). Directors of St Barbara are not entitled to participate in the Oversubscription Facility.

The Entitlement Offer is non-renounceable and the Entitlements will not be tradeable on the ASX or otherwise transferable. Shareholders who do not take up their Entitlement in full will not receive any value in respect of those Entitlements they do not take up. I encourage you to consider this offer carefully.

Other information

This Offer Booklet relates to the Retail Entitlement Offer. This Offer Booklet contains important information about the Retail Entitlement Offer and St Barbara's business under the following headings:

Key Dates for the Entitlement Offer;
Overview of the Entitlement Offer;
Instructions on How to Apply, detailing how to accept all or part of your Entitlement in the Retail Entitlement Offer if you choose to do so;
Australian taxation considerations;
ASX announcements (including the Investor Presentation, which provides information on St Barbara, including information relating to the Acquisition, and a summary of some of the key risks associated with an investment in St Barbara); and
Important information.

Accompanying this Offer Booklet is your personalised Entitlement and Acceptance Form which contains details of your Entitlement. It is important that you determine whether to take up or do nothing in respect of your Entitlement. If you choose to not take up your Entitlement, not further action is required.

The Retail Entitlement Offer closes at 5:00pm (AEST) on Tuesday, 4 June 2019.

To participate, you need to ensure that you have completed your application by paying the Offer Price multiplied by the number of New Shares (including any additional Shares which may be available under the Oversubscription Facility) you are applying for ( Application Monies ) by BPAY®, or by lodging your personalised Entitlement and Acceptance Form with your Application Monies paid by cheque, bank draft or money order so that they are received on time and in the manner described in Section 2 of this Offer Booklet.

Please carefully read this Offer Booklet in its entirety before you invest and consult your stockbroker, solicitor, accountant or other professional adviser before making your investment decision. In particular, you should read and consider the "Key risks" section of the Investor Presentation included in Section 4 of this Offer Booklet which contains a summary of some of the key risks associated with an investment in St Barbara.

If you have any questions or are uncertain about any aspect of the Entitlement Offer, you should seek advice from your stockbroker, accountant or other independent professional adviser, or call the St Barbara Offer Information Line on 1300 653 935 (from within Australia) or +61 3 9415 4356 (from outside Australia) at any time between 8:30am and 5:00pm (AEST) on Monday to Friday during the Retail Entitlement Offer period.

On behalf of the board of St Barbara, I encourage you to consider this investment opportunity and thank you for your ongoing support of St Barbara.

Yours sincerely,

Tim Netscher

Chairman St Barbara Limited

B. KEY DATES FOR THE ENTITLEMENT OFFER

Activity	Date
Announcement of the Entitlement Offer	Wednesday, 15 May 2019
Institutional Entitlement Offer opens	Wednesday, 15 May 2019
Institutional Entitlement Offer closes	Thursday, 16 May 2019
Shares recommence trading / Announcement of results of Institutional Entitlement Offer	Friday, 17 May 2019
Record Date for Entitlement Offer (7:00pm AEST)	Friday, 17 May 2019
Retail Entitlement Offer opens	Tuesday, 21 May 2019
Offer Booklet and Entitlement and Acceptance Form despatched	Tuesday, 21 May 2019
Settlement of the Institutional Entitlement Offer	Friday, 24 May 2019
Allotment and commencement of trading of New Shares under the Institutional Entitlement Offer	Monday, 27 May 2019
Retail Entitlement Offer closes (5:00pm AEST)	Tuesday, 4 June 2019
Settlement of the Retail Entitlement Offer	Tuesday, 11 June 2019
Allotment of New Shares under the Retail Entitlement Offer	Wednesday, 12 June 2019
Commencement of trading of New Shares issued under the Retail Entitlement Offer and despatch of holding statements for New Shares issued under the Retail Entitlement Offer	Thursday, 13 June 2019

Note: The timetable above is indicative only and subject to change. St Barbara reserves the right to amend any or all of these events, dates and times subject to the Corporations Act, the Listing Rules and other applicable laws. In particular, St Barbara reserves the right to extend the closing date of the Entitlement Offer, to accept late applications either generally or in particular cases or to withdraw the Retail Entitlement Offer without prior notice. Any extension of the closing date will have a consequential effect on the allotment date of New Shares. St Barbara also reserves the right not to proceed with the Entitlement Offer in whole or in part at any time prior to allotment and issue of the New Shares. In that event, the relevant Application Monies (without interest) will be returned in full to Applicants.

Enquiries

If you have any questions, please call the St Barbara Offer Information Line on 1300 653 935 (from within Australia) or +61 3 9415 4356 (from outside Australia) at any time between 8:30am and 5:00pm (AEST) on Monday to Friday during the Retail Entitlement Offer period, or consult your stockbroker, accountant or other independent professional adviser.

1. OVERVIEW OF THE ENTITLEMENT OFFER

1.1 Entitlement Offer

The Entitlement Offer is an offer of approximately 169,673,902 New Shares at the Offer Price of $2.89 per New Share. All Eligible Institutional Shareholders and all Eligible Retail Shareholders are entitled to subscribe for 1 New Share for every 3.1 Shares held at 7.00pm (AEST) on the Record Date.

The Entitlement Offer comprises:

the Institutional Entitlement Offer – Eligible Institutional Shareholders were invited to take up their Entitlements and Entitlements not taken up by Eligible Institutional Shareholders under the Institutional Entitlement Offer, as well as Entitlements of certain Ineligible Institutional Shareholders were offered in a bookbuild process to Eligible Institutional Shareholders who applied for New Shares in excess of their Entitlement, as well as to certain other Institutional Investors. The Institutional Entitlement Offer closed on Thursday, 16 May 2019 and raised approximately $355 million;
the Retail Entitlement Offer – Eligible Retail Shareholders are now being invited to take up all or part of their Entitlements. Eligible Retail Shareholders who take up their full Entitlement may also participate in the Oversubscription Facility by applying for additional New Shares in excess of their Entitlement at the Offer Price, up to a maximum of 25% of their Entitlement. The Retail Entitlement Offer is expected to raise $135 million.

The Entitlement Offer is non-renounceable, which means that Entitlements are nontransferable and cannot be sold or traded.

The Retail Entitlement Offer closes at 5.00pm (AEST) on Tuesday, 4 June 2019.

New Shares will be issued on a fully paid basis and will rank equally with existing Shares on issue.

The Entitlement Offer is underwritten.

1.2 Who is eligible to participate the Retail Entitlement Offer?

Under the Retail Entitlement Offer, Eligible Retail Shareholders are being offered the opportunity to subscribe for 1 New Share for every 3.1 Shares held as at the Record Date (7:00pm (AEST) on Friday, 17 May 2019), at the Offer Price of $2.89 per New Share.

Eligible Retail Shareholders are those Shareholders who:

(a) are not Eligible Institutional Shareholders or Ineligible Institutional Shareholders;
(b) are registered as a holder of Shares as at the Record Date, being 7:00pm (AEST) on Friday, 17 May 2019;
(c) as at the Record Date, have a registered address in Australia or New Zealand;
(d) are not in the United States and are not acting for the account or benefit of a person in the United States (to the extent they are holding Shares for the account or benefit of such person in the United States); and
(e) are eligible under all applicable securities laws to receive an offer under the Entitlement Offer without any requirement for a prospectus, product disclosure statement or offer document to be lodged or registered.

St Barbara may (in its absolute sole discretion) extend the Retail Entitlement Offer to any institutional shareholder who was eligible to participate in the Institutional Entitlement Offer but was not invited to participate in the Institutional Entitlement Offer and was not treated as an Ineligible Institutional Shareholder under the Entitlement Offer (subject to compliance with applicable laws).

1.3 What is your Entitlement?

Your Entitlement is set out on the accompanying personalised Entitlement and Acceptance Form and has been calculated as 1 New Share for every 3.1 Shares you held as at the Record Date, 7:00pm (AEST) on Friday, 17 May 2019. If the result is not a whole number your Entitlement will be rounded up to the nearest whole number. If you have more than one registered holding of Shares, you will be sent more than one personalised Entitlement and Acceptance Form and you will have separate Entitlements for each separate registered holding.

Any New Shares not taken up by the Closing Date may be made available to those Eligible Retail Shareholders who took up their full Entitlement and applied for additional New Shares under the Oversubscription Facility at the Offer Price, up to a maximum of 25% of their Entitlement. There is no guarantee that Eligible Retail Shareholders will receive the number of additional New Shares applied for under the Oversubscription Facility, or any. Additional New Shares will only be allocated to Eligible Retail Shareholders under the Oversubscription Facility if available and then only if and to the extent that St Barbara so determines, in its absolute discretion. Any scale-back will be applied by St Barbara in its absolute discretion. Directors of St Barbara are not entitled to participate in the Oversubscription Facility.

Note: The Entitlement stated on your personalised Entitlement and Acceptance Form may be in excess of the actual Entitlement you may be permitted to take up; for example, you are not permitted to take up an Entitlement to the extent you are holding Shares for the account or benefit of a person in the United States (see definition of Eligible Retail Shareholders in Section 1.2 of this Offer Booklet).

1.4 Can you trade your Entitlement?

Your Entitlement is personal and cannot be traded on ASX, transferred, assigned or otherwise dealt with. If you do not take up your entitlement by the Closing Date, being 5.00pm (AEST) on Tuesday, 4 June 2019, your rights will lapse.

By allowing your Entitlement to lapse you will forgo any exposure to increases or decreases in the value of the New Shares had you taken up your Entitlement. Your interest in St Barbara will also be diluted.

1.5 Reconciliation

The Entitlement Offer is a complex structure and in some instances investors may believe that they will own more Shares in St Barbara than they actually do on the Record Date. This results in a need for reconciliation. If reconciliation is required, it is possible that St Barbara may need to issue a small quantity of additional New Shares ( Top-Up Shares ) to ensure all Eligible Shareholders receive their full Entitlement.

These Top-Up Shares would be issued at the Offer Price.

1.6 ASX quotation

Subject to approval being granted, quotation of the New Shares is expected to commence on:

Monday, 27 May 2019 for New Shares issued under the Institutional Entitlement Offer (on a normal settlement basis); and
Thursday, 13 June 2019 for New Shares issued under the Retail Entitlement Offer (on a normal settlement basis).

Holding statements will be despatched in accordance with the Listing Rules. It is the responsibility of each applicant to confirm their holding before trading in New Shares. Any applicant who sells New Shares before receiving confirmation of their holding in the form of a holding statement will do so at their own risk. St Barbara and the Underwriter disclaim all liability (to the maximum extent permitted by law) to persons who trade New Shares before receiving their holding statements, whether on the basis of confirmation of the allocation provided by St Barbara, the Underwriter or the Share Registry or otherwise.

1.7 Ineligible Retail Shareholders

All Shareholders who are not Eligible Retail Shareholders, Eligible Institutional Shareholders or Ineligible Institutional Shareholders are ineligible Retail Shareholders ( Ineligible Retail Shareholders ). Ineligible Retail Shareholders will not be entitled to participate in the Retail Entitlement Offer.

St Barbara has determined that it would be unreasonable on this occasion to extend the Retail Entitlement Offer to Ineligible Retail Shareholders, having regard to the number of securities held by Ineligible Retail Shareholders, the number and value of New Shares that they would be offered and the costs of complying with the legal and regulatory requirements which would apply to an offer of securities to Ineligible Retail Shareholders in those places.

1.8 Restrictions on exercise of Entitlements

The Entitlements may not be taken up or exercised by persons in the United States or by persons who are acting for the account or benefit of persons in the United States.

In order to take up or exercise those Entitlements and subscribe for New Shares you:

must be an Eligible Retail Shareholder; and
must not be in the United States or acting for the account or benefit of a person in the United States.

In the event that holders are not able to take up their Entitlements, those Entitlements will be offered for sale in the Oversubscription Facility and holders may receive no value for them.

1.9 Performance Rights holders

As at the date of this Offer Booklet, St Barbara has 2,969,089 Performance Rights on issue.

Performance Rights holders are not entitled to participate in the Entitlement Offer in respect of their Performance Rights, unless their Performance Rights convert and they are registered as the holder of the resulting Shares by the Record Date and satisfy the other criteria detailed in Section 1.2 to be an Eligible Retail Shareholder.

1.10 Rights of St Barbara in relation to adjustments

Adjusting Entitlements

St Barbara reserves the right (in its absolute sole discretion) to reduce the number of New Shares allocated to Eligible Retail Shareholders, or persons claiming to be Eligible Retail Shareholders, if their claims prove to be overstated or they fail to provide information to substantiate their claims.

Adjusting for subscriptions in excess of Entitlement

If any Shareholder subscribes under the Entitlement Offer for New Shares in excess of its Entitlement then this amount cannot exceed 25% of the Shareholder's Entitlement and in the absolute discretion of St Barbara and the Underwriter, the relevant Shareholder may be required to transfer to the Underwriter the excess New Shares at the Offer Price of $2.89.

Acknowledgement

By accepting their Entitlement, Shareholders irrevocably acknowledge and agree to do any of the above as required by St Barbara and the Underwriter in their absolute discretion. Shareholders also acknowledge that:

there is no time limit on the ability of St Barbara and the Underwriter to require any of the actions set out above; and
where St Barbara and the Underwriter exercise their right to correct a Shareholder's Entitlement, the Shareholder is treated as continuing to accept or not take up any remaining Entitlement.

2. HOW TO APPLY

2.1 What you may do – choices available

The number of New Shares to which Eligible Retail Shareholders are entitled is shown on the accompanying Entitlement and Acceptance Form. If you are an Eligible Retail Shareholder, you may do any one of the following:

take up all of your Entitlement in full, and if you do so, you may apply for additional New Shares under the Oversubscription Facility (see Section 2.2 of this Offer Booklet);
take up part of your Entitlement, in which case the balance of the Entitlement would lapse (see Section 2.3 of this Offer Booklet); or
do nothing and let your Entitlement lapse (see Section 2.4 of this Offer Booklet).

You should note that if you do not take up all or part of your Entitlement, your percentage shareholding in St Barbara will be diluted.

St Barbara reserves the right to reject any Entitlement and Acceptance Form that is not correctly completed or that is received after the Closing Date.

The Closing Date for acceptance of the Retail Entitlement Offer is 5:00pm (AEST) on Tuesday, 4 June 2019 (however, that date may be varied by St Barbara, in accordance with the Listing Rules and the Underwriting Agreement).

2.2 If you wish to take up all of your Entitlement or take up all of your Entitlement and participate in the Oversubscription Facility

If you decide to take up all of your Entitlement and you wish to pay by cheque, bank draft or money order you should:

complete the personalised Entitlement and Acceptance Form by following the instructions set out on the personalised Entitlement and Acceptance Form;
attach payment for the full amount payable (being the Offer Price multiplied by the number of New Shares comprising your Entitlement) to the form; and
return the Entitlement and Acceptance Form together with payment to the Share Registry so that it is received by 5.00pm (AEST) on Tuesday, 4 June 2019.

If you wish to take up all of your Entitlement and you wish to pay by BPAY® you should make your payment by BPAY® for the full amount payable (being the Offer Price multiplied by the number of New Shares comprising your Entitlement) so that it is received by 5.00pm (AEST) on Tuesday, 4 June 2019. If you choose to pay by BPAY® you are not required to submit the personalised Entitlement and Acceptance Form but are taken to make the statements on that form.

If you apply to take up all of your Entitlement, you may also apply for additional New Shares under the Oversubscription Facility at the Offer Price, up to a maximum of 25% of your Entitlement. Any Application Monies received for more than your full Entitlement of New Shares will be treated as applying for as many additional New Shares as it will pay for in full.

Any New Shares referable to Entitlements not taken up by the Closing Date may be made available to those Eligible Retail Shareholders who took up their full Entitlement and applied for additional New Shares under the Oversubscription Facility. If you apply for additional New Shares under the Oversubscription Facility, and if your application is successful (in whole or in part), your additional New Shares will be issued to you at the same time and on the same terms that other New Shares are issued under the Retail Entitlement Offer. If you apply for additional New Shares, there is no guarantee that you will be allocated any additional New Shares.

Additional New Shares will only be allocated to Eligible Retail Shareholders if available, and subject to the Corporations Act, Listing Rules and other applicable laws and regulations. If Eligible Retail Shareholders apply for more additional New Shares than available under the Oversubscription Facility, St Barbara will scale back applications for additional New Shares in its absolute discretion having regard to the pro-rata Entitlement of Eligible Retail Shareholders who apply for additional New Shares. Directors of St Barbara are not entitled to participate in the Oversubscription Facility.

No interest will be paid to applicants on any Application Monies received or refunded. Refund amounts, if any, will be paid in Australian dollars. You will be paid either by direct credit to the nominated bank account as noted on the share register as at the Closing Date or by cheque sent by ordinary post to your address as recorded on the share register (the registered address of the first-named in the case of joint holders). If you wish to advise or change your banking instructions with the Share Registry you may do so by going to www.investorcentre.com and logging into the Investor Centre.

If you take up and pay for your Entitlement before the Closing Date, you will be allotted your New Shares on Wednesday, 12 June 2019. St Barbara’s decision on the number of New Shares allotted to you will be final.

2.3 If you wish to take up part of your Entitlement

If you decide to take up part of your Entitlement and reject the balance and you wish to pay by cheque, bank draft or money order you should:

complete the personalised Entitlement and Acceptance Form by following the instructions set out on the personalised Entitlement and Acceptance Form indicating the number of New Shares you wish to take up. This will be less than your Entitlement as specified on the Entitlement and Acceptance Form;
attach payment for the full amount payable (being the Offer Price multiplied by the number of New Shares you are taking up – you will need to calculate this number yourself) to the form; and
return the Entitlement and Acceptance Form together with payment to the Share Registry so that it is received by 5.00pm (AEST) on Tuesday, 4 June 2019.

If you wish to take up part of your Entitlement and reject the balance and you wish to pay by BPAY® you should make your payment by BPAY® for the full amount payable (being the Offer Price multiplied by the number of New Shares you are taking up – you will need to calculate this number yourself). If you choose to pay by BPAY® you are not required to submit the personalised Entitlement and Acceptance Form but are taken to make the statements on that form.

2.4 If you do not wish to take up your Entitlement

If you do not wish to take up all or any part of your Entitlement, do not take any further action and all or that part of your Entitlement will lapse.

2.5 Consequences of not taking up all or part of your Entitlement

If you do not take up all or part of your Entitlement in accordance with the instructions set out above, your Entitlements will lapse and those New Shares for which you would have otherwise been entitled under the Retail Entitlement Offer (including New Shares that relate to the portion of your Entitlement that has not been taken up) may be acquired by Eligible Retail Shareholders under the Oversubscription Facility.

By allowing your Entitlement to lapse, you will forgo any exposure to increases or decreases in the value of the New Shares had you taken up your Entitlement and you will not receive any value for your Entitlement. Your interest in St Barbara will also be diluted to the extent that New Shares are issued under the Entitlement Offer.

2.6 Payment

General

The Offer Price of $2.89 per New Share accepted is payable on acceptance of your Entitlement.

You can pay in the following ways:

BPAY®; or
cheque, bank draft or money order.

Cash payments will not be accepted. Receipts for payment will not be issued.

Application Monies received from Eligible Retail Shareholders will be held in the St Barbara Entitlement Offer Account solely for the purpose of holding the Application Monies.

St Barbara reserves the right to cancel the Entitlement Offer at any time prior to the allocation of New Shares under the Institutional Entitlement Offer. If the Entitlement Offer is cancelled, all Application Monies will be refunded without interest. To the fullest extent permitted by law, each Eligible Retail Shareholder agrees that any Application Monies paid by them to St Barbara will not entitle them to any interest against St Barbara and that any interest earned in respect of Application Monies will belong to St Barbara. This will be the case, whether or not all or none (if the Entitlement Offer is withdrawn) of the New Shares applied for by a person are issued to that person.

St Barbara will treat you as applying for as many New Shares as your payment will pay for in full up to your Entitlement, and in respect of any excess amount applying for as many additional New Shares under the Oversubscription Facility as it will pay for in full.

Any Application Monies received for more than your final allocation of New Shares will be refunded as soon as practicable after the close of the Retail Entitlement Offer. No interest will be paid to Applicants on any Application Monies received or refunded.

Payment by BPAY®

For payment by BPAY®, please follow the instructions on the personalised Entitlement and Acceptance Form (which includes the biller code and your unique reference number). You can only make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions.

If you are paying by BPAY®, please make sure to use the specific Biller Code and unique Customer Reference Number on your Entitlement and Acceptance Form. If you have multiple holdings and receive more than one Entitlement and Acceptance Form, when taking up your Entitlement in respect of one of those holdings, please only use the Customer Reference Number specific to the Entitlement on that form. If you do not use the correct Customer Reference Number specific to that holding, or inadvertently use the same Customer Reference Number for more than one of your Entitlements, your application will not be recognised as valid.

Please note that should you choose to pay by BPAY®:

you do not need to submit the personalised Entitlement and Acceptance Form but are taken to have made the statements on that personalised Entitlement and Acceptance Form; and
if you do not pay for your full Entitlement, you are deemed to have taken up your Entitlement in respect of such whole number of New Shares which is covered in full by your Application Monies.

It is your responsibility to ensure that your BPAY® payment is received by the Share Registry by no later than 5.00pm (AEST) on Tuesday, 4 June 2019 (subject to variation). You should be aware that your financial institution may implement earlier cut-off times with regard to electronic payment and you should therefore take this into consideration when making payment.

Payment by cheque, bank draft or money order

It is your responsibility to ensure that your payment by cheque, bank draft or money order is received by the Share Registry by no later than 5.00pm (AEST) on Tuesday, 4 June 2019. You must ensure that cleared funds are held in your account as your cheque, bank draft or money order will be banked as soon as it is received. You should consider postal and cheque clearance timeframes in order to meet this deadline.

Your cheque, bank draft or money order must be:

for an amount equal to $2.89 multiplied by the number of New Shares (and additional New Shares under the Oversubscription Facility, if applicable) that you are applying for;
in Australian currency drawn on an Australian branch of a financial institution; and
payable to “St Barbara Limited” and crossed “Not Negotiable”.

If you wish to pay by cheque, bank draft or money order, you must also complete your personalised Entitlement and Acceptance Form in accordance with the instructions set out on that form and return it to the Share Registry accompanied by a cheque, bank draft or money order.

You should ensure that sufficient funds are held in relevant account(s) to cover the Application Monies as your cheque, bank draft or money order will be processed on the day of receipt. If the amount of your cheque, bank draft or money order for Application Monies (or the amount for which the cheque, bank draft or money order clears in time for allocation) is insufficient to pay in full for the number of New Shares you have applied for in your personalised Entitlement and Acceptance Form, you will be taken to have applied for such lower whole number of New Shares and additional New Shares under the Oversubscription Facility, if applicable, as your cleared Application Monies will pay for (and to have specified that number of New Shares on your personalised Entitlement and Acceptance Form). Alternatively, your Application will not be accepted.

2.7 Mail delivery

Shareholders who make payment via cheque, bank draft or money order should send their completed personalised Entitlement and Acceptance Form together with Application Monies to:

St Barbara Limited c/o Computershare Investor Services Pty Ltd GPO Box 505 Melbourne Vic 3001

2.8 Entitlement and Acceptance Form is binding

A payment made through BPAY® or a completed and lodged Entitlement and Acceptance Form together with the payment of requisite Application Monies constitutes a binding offer to acquire New Shares on the terms and conditions set out in this Offer Booklet and, once lodged or paid, cannot be withdrawn. If the Entitlement and Acceptance Form is not completed correctly it may still be treated as a valid Application for New Shares. St Barbara's decision whether to treat an acceptance as valid and how to construe, amend or complete the Entitlement and Acceptance Form is final.

By completing and returning your personalised Entitlement and Acceptance Form or making a payment by BPAY®, or otherwise applying to participate in the Entitlement Offer, you:

(a) declare that:
(i) all details and statements made in the personalised Entitlement and Acceptance Form are complete and accurate;
(ii) you are over 18 years of age and have full legal capacity and power to perform all your rights and obligations under the Retail Entitlement Offer;
(iii) you were the registered holder(s) at the Record Date of the Shares indicated on the personalised Entitlement and Acceptance Form as being held by you on the Record Date;
(b) acknowledge that:
(i) once St Barbara receives the Entitlement and Acceptance Form with the requisite Application Monies or your payment by BPAY®, you may not withdraw it except as allowed by law;
(ii) you have read and understood this Offer Booklet and the personalised Entitlement and Acceptance Form; and
(iii) the information contained in this Offer Booklet is not investment advice or a recommendation that the New Shares are suitable for you, given your investment objectives, financial situation or particular needs;
(c) agree to:
(i) apply for, and be issued with up to, the number of New Shares that you apply for at the Offer Price of $2.89 per New Share; and
(ii) be bound by the terms of this Offer Booklet and the provisions of St Barbara’s constitution;
(d) authorise St Barbara to register you as the holder of New Shares and authorise St Barbara and its officers or agents to do anything on your behalf necessary for the New Shares to be issued to you, including to act on instruction of St Barbara’s Share Registry by using the contact details set out in the personalised Entitlement and Acceptance Form;
(e) represent and warrant that:
(i) the law of any place (other than Australia and New Zealand) does not prohibit you from being given this Offer Booklet or making an application for New Shares; and
(ii) you are an Eligible Retail Shareholder.

By completing and returning your Entitlement and Acceptance Form with the requisite Application Monies or making a payment by BPAY® or otherwise applying to participate in the Retail Entitlement Offer you will also be treated as:

(a) having represented and warranted that:
(i) you are not in the United States and are not applying for New Shares on behalf of, or for the account or benefit of, a person in the United States;
(ii) you and each person on whose account you are acting are not engaged in the business of distributing securities;
(iii) you and each person on whose account you are acting have not and will not send any materials relating to the Entitlement Offer, including this Offer Booklet and the Entitlement and Acceptance Form, to any person that is in the United States or that is acting for the account or benefit of a person in the United States; and
(b) acknowledge on your own behalf and on behalf of each person on whose account you are acting that:
(i) neither the Entitlements nor the New Shares offered in the Entitlement Offer have been, or will be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States, or in any other jurisdiction outside Australia or New Zealand;
(ii) the Entitlements may not be taken up by, and the New Shares may not be offered or sold to, persons in the United States or persons who are acting for the account or benefit of a person in the United States (to the extent they are holding Shares for the account of benefit of a person in the United States); and
(iii) the New Shares to be offered and sold in the Retail Entitlement Offer may only be offered and sold outside the United States in “offshore transactions” (as defined in Rule 902(h) under the U.S. Securities Act) in compliance with Regulation S under the U.S. Securities Act.

3. AUSTRALIAN TAXATION CONSIDERATIONS

Set out below is a general summary of the potential Australian tax implications of the Retail Entitlement Offer for Eligible Retail Shareholders who are residents of Australia for tax purposes and who hold their Shares on capital account.

The summary below does not deal with the tax implications for Eligible Retail Shareholders who are not residents of Australia for tax purposes. It also does not deal with the tax implications for Eligible Retail Shareholders that do not hold their Shares on capital account or who are subject to special tax rules, such as Shareholders:

(a) who hold their Shares (or will hold their New Shares) as revenue assets or trading stock such as banks, insurance companies and taxpayers carrying on a business of share trading;
(b) who have acquired their Shares (or will hold their New Shares) for the purposes of resale at a profit;
(c) who are subject to the Taxation of Financial Arrangements rules in Division 230 of the Income Tax Assessment Act 1997 (Cth) in respect of Shares or New Shares.
(d) who acquired their Shares (or will hold their New Shares) under an arrangement that constitutes an 'employee share scheme' for Australian tax purposes.

It is intended as a general guide only and is not an authoritative or complete statement of all potential tax implications for each Eligible Retail Shareholder.

The summary below is not advice and should not be relied on as such. It also does not take account of any individual circumstances of any particular Eligible Retail Shareholder. Taxation is a complex area of law and the taxation consequences for each Eligible Retail Shareholder may differ depending on their own particular circumstances. Accordingly, Eligible Retail Shareholders should seek specific advice applicable to their own particular circumstances from their own financial or tax advisers.

The summary below is based on the law in effect as at the date of this Information Booklet. Future changes in Australian taxation law, including changes in interpretation or application of the law by the courts or taxation authorities in Australia, may affect taxation treatment of an investment in Shares or the holding and disposal of Shares.

�� Issue of Entitlement

The issue of the Entitlement should not itself result in any amount being included in the assessable income of an Eligible Retail Shareholder.

�� Exercise of Entitlement and applying for additional New Shares under the Oversubscription Facility

If you exercise all or part of your Entitlement and, to the extent relevant, participate in the Oversubscription Facility, you will be allocated New Shares. In this case:

(a) the Entitlement will cease to exist and a CGT event will occur, but any capital gain or loss made on the exercise of the Entitlement should be disregarded for tax purposes;
(b) the New Shares acquired as a result of exercising the Entitlement will be treated for CGT purposes as having been acquired on the day on which the Entitlement is exercised;
(c) the New Shares acquired as a result of participating in the Oversubscription Facility will be treated for CGT purposes as having been acquired on the day on which those New Shares are issued; and

(d) the New Shares should have a cost base for CGT purposes equal to:
(i) for New Shares acquired through participation in the Oversubscription Facility and for New Shares acquired as a result of exercising an Entitlement where your existing Shares were acquired (or are taken to be acquired) on or after 20 September 1985, the Offer Price payable by you for those New Shares plus certain non-deductible incidental costs you incur in acquiring them; or
(ii) for New Shares acquired as a result of exercising an Entitlement where your existing Shares were acquired (or are taken to be acquired) before 20 September 1985, the sum of the market value of the Entitlement when it was exercised and the Offer Price payable by you for those New Shares plus certain non-deductible incidental costs you incur in acquiring them.

�� New Shares

If you exercise all or some of your Entitlement and, to the extent relevant, participate in the Oversubscription Facility, you will acquire New Shares. Any future dividends or other distributions made in respect of those New Shares will be subject to the same taxation treatment as dividends or other distributions made on Shares held in the same circumstances.

On any future disposal of New Shares, you may make a capital gain or capital loss, depending on whether the capital proceeds of that disposal are more than the cost base or less than the reduced cost base of those shares. The cost base of those shares is described above.

Any capital gain arising to Eligible Retail Shareholders who are individuals and trusts (other than trusts that are complying superannuation funds) can generally be reduced by 50% (after first offsetting current year or prior year capital losses from other asset disposals) if the New Shares are held for at least 12 months between the date the New Shares are treated as having been acquired (as outlined in part 3.1 above) and the date of disposal. For Eligible Retail Shareholders which are complying superannuation funds, any capital gain can generally be reduced by one-third (after first offsetting current year or prior year capital losses from other asset disposals) if the New Shares are held for at least 12 months between the date the New Shares are treated as having been acquired (as outlined in part 3.1 above) and the date of disposal. The CGT discount is not available to Eligible Shareholders that are companies. Trustees should seek specific advice in relation to making distributions attributable to any capital gain to which the CGT discount applies.

3.4 Other Australian taxes

No GST or stamp duty is payable in respect of the grant or exercise of the Entitlements or the acquisition of New Shares. You may be charged GST on costs (such as adviser fees) incurred relating to the acquisition, redemption or disposal of the Shares or New Shares. You should seek independent professional tax advice in relation to your individual circumstances.

4. ASX ANNOUNCEMENTS (INCLUDING ST BARBARA INVESTOR PRESENTATION)

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ASX Release / 15 May 2019
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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St Barbara agrees to acquire 100% of Atlantic Gold Corporation and announces underwritten A$490 million pro rata accelerated non-renounceable entitlement offer

Acquisition aligned with St Barbara’s strategy
Diversifies production base with a low-cost, long life mine in a favourable jurisdiction
Growth potential through planned reserve and resource expansion

St Barbara Ltd. (ASX: SBM) ("St Barbara" or "Company") is pleased to announce that it has, through its wholly owned subsidiary Nord Pacific Ltd., entered into a Canadian Plan of Arrangement Agreement with Atlantic Gold Corporation ("Atlantic"). Atlantic (TSX-V:AGB) is a TSX-listed low cost gold producer, which owns and operates Moose River Consolidated (“MRC” or “Moose River”) in Nova Scotia, Canada.

St Barbara will acquire 100% of all outstanding Atlantic shares (on a fully diluted basis) at an all cash offer price of C$2.90 per Atlantic share, implying a total equity value of C$722 M (A$768 M)[1] (the "Transaction") and a total enterprise value of C$802 M (A$854 M)[2] . This represents an attractive acquisition cost per ounce of reserves of C$428/oz (A$455/oz). The Transaction excludes Atlantic’s 36% interest in Velocity Minerals Ltd. (TSX-V: VLC) (market value C$9 M (A$9 M)), which will be spun out to existing Atlantic shareholders following completion.

Atlantic’s Directors control 32% of the register and as part of the Transaction have entered into a lock-up agreement[3] to vote all shares they hold in favour of the Transaction. A C$25 M termination fee is payable if a condition precedent is not satisfied due to an action by either party or if either party ceases to support the Transaction.

St Barbara intends to raise approximately A$490 M through an underwritten pro-rata accelerated nonrenounceable entitlement offer[4] to partly fund the Transaction. The balance will be funded via St Barbara’s existing cash reserves. St Barbara has also secured a new committed A$200 M three year revolving loan facility with Westpac Banking Corporation (“Westpac”) to support the combined company.

At completion of the Transaction, Atlantic and its associated entities will become part of St Barbara’s corporate structure, with Atlantic shares de-listed from the TSX. In addition, experienced company director Mr Steven

Investor Relations	Mr David Cotterell	Manager Investor Relations	+61 3 8660 1959
Media Relations	Mr Ben Wilson	GRACosway	+61 407 966 083
St Barbara Limited	Level 10, 432 St Kilda Road,	Melbourne VIC 3004	T+61 3 8660 1900F+61 3 8660 1999
ACN 009 165 066	Locked Bag 9, Collins Street	East, Melbourne VIC 8003	Wwww.stbarbara.com.au

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Dean, currently Chairman and Chief Executive Officer of Atlantic, will be invited to join the St Barbara Board following completion. St Barbara is seeking to retain key Atlantic executives who have and will continue to play roles in the successful development of Moose River. Further, St Barbara intends retaining the current operating team, which has a track record of successful project development and operational delivery. Further information about Mr Dean and Ms Maryse Bélanger is set out in Attachment II.

The Transaction demonstrates St Barbara’s disciplined approach to executing inorganic growth and the Company’s ability to deliver on its strategic plan. Key highlights of the Transaction include:

diversification of St Barbara’s production base by adding a low cost asset in a favourable jurisdiction;
further improves St Barbara’s cost profile with MRC’s low AISC position;
addition of a sustainable long life operation, with an existing mine life of 12 years and substantial reserves and resources;
significant growth potential at MRC through planned resource and reserve expansion as well as near mine exploration;
provides St Barbara with a platform for future growth in an attractive mining jurisdiction with low geopolitical risk;
retention of key Atlantic executives and the operating team to ensure continuity of operations and relationships with key Canadian stakeholders; and
opportunities for St Barbara and Atlantic to leverage existing strengths and capabilities and establish a platform for growth in the region.

St Barbara Managing Director & Chief Executive Officer, Bob Vassie, noted:

“St Barbara has today announced the acquisition of Atlantic, owner and operator of Moose River Consolidated. St Barbara has consistently communicated to the market that the Company has been assessing a range of inorganic growth opportunities and the acquisition today demonstrates the Company’s commitment to executing inorganic growth that is strongly aligned with St Barbara’s strategic plan.

“The addition of Moose River to the portfolio diversifies St Barbara’s production base with a low cost producing asset in a very favourable and prospective jurisdiction. It is a sustainable long life operation of scale with a low AISC position which generates impressive margins. The asset also has significant growth potential which St Barbara identifies as an exciting opportunity.

“Further, we are gaining an impressive team with an excellent track record of successfully bringing deposits into operation which gives us a great capability and platform for further opportunities in the region.

“St Barbara is confident that Moose River can successfully be integrated into St Barbara’s existing asset portfolio and deliver long term value for St Barbara shareholders.”

The Transaction is subject to customary commercial conditions, including court approvals and a successful Atlantic shareholder vote, no material adverse change to Atlantic and Nova Scotia regulatory approvals. St Barbara shareholders will be updated on the status of these conditions as and when they are satisfied. Further details of the Transaction conditions precedent are set out in Attachment I.

Completion is anticipated to occur in July 2019.

In respect of the acquisition of Atlantic, St Barbara was advised by Deutsche Bank AG, Sydney Branch, with Ashurst as Australian legal counsel and Fasken as Canadian legal counsel.

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Equity raising

The Transaction will be partly funded via an underwritten 1 for 3.1 pro rata accelerated non-renounceable entitlement offer to raise approximately A$490 M before costs (“Offer” or “Equity Raising”).

Eligible St Barbara shareholders will be invited to subscribe for 1 new fully paid ordinary share in St Barbara (“New Share”) for every 3.1 existing fully paid ordinary shares in St Barbara held as at 7.00pm AEST on Friday 17 May 2019 (“Record Date”), at the offer price of A$2.89 per New Share (“Offer Price”), which represents a:

13.0% discount to the closing price of St Barbara of A$3.32 on Tuesday 14 May 2019; and
10.1% discount to the theoretical ex-rights price[5] of A$3.22 as at Tuesday 14 May 2019.

The Equity Raising will result in the issue of approximately 169.7 M New Shares and will include:

an accelerated institutional entitlement component (“Institutional Entitlement Offer”) which will open on Wednesday, 15 May 2019 and close at 12.00pm AEST on Thursday, 16 May 2019; plus
a retail entitlement component (“Retail Entitlement Offer”) which is anticipated to open on Tuesday, 21 May 2019 and close at 5.00 pm AEST on Tuesday, 4 June 2019.

Entitlements to subscribe for New Shares under the Entitlement Offer cannot be traded.

Each New Share will rank equally with existing shares on issue and will be eligible for any dividend declared for the period ending 30 June 2019. St Barbara will apply for quotation of the New Shares on ASX.

Institutional Entitlement offer

Eligible institutional holders will be invited to participate in the Institutional Entitlement Offer, which is being conducted on Wednesday, 15 May 2019 and Thursday 16 May 2019. Eligible institutional holders can choose to take up all, part or none of their entitlement.

Institutional entitlements that eligible institutional holders do not take up, and institutional entitlements that would not otherwise have been offered to ineligible institutional holders, will be offered to eligible institutional holders who apply for New Shares in excess of their entitlement, as well as certain other eligible institutional investors, through an institutional shortfall book build to be conducted concurrently with the Institutional Entitlement Offer. It is expected that St Barbara will remain in trading halt while the Institutional Entitlement Offer is conducted.

Retail Entitlement offer

Eligible retail holders will be invited to participate in the Retail Entitlement Offer at the same Offer Price and offer ratio as under the Institutional Entitlement Offer. The Retail Entitlement Offer will open on Tuesday, 21 May 2019 and close at 5.00pm AEST on Tuesday, 4 June 2019 (“Retail Offer Period”).

Eligible retail shareholders can choose to take up all, part, or none of their entitlements. Eligible retail shareholders who take up their full entitlement will also be permitted to apply for New Shares in excess of their entitlement at the Offer Price (“Retail Oversubscription”) up to 25.0% of their entitlement. New Shares not applied for by eligible retail holders may be offered to other eligible retail holders through applications via the Retail Oversubscription facility. There is no guarantee that applicants under the Retail Oversubscription facility will receive all or any of the additional New Shares for which they apply.

Further details about the Retail Entitlement Offer will be set out in a booklet (“Retail Offer Booklet”), which St Barbara expects to lodge with the ASX on Friday, 17 May 2019, in advance of the despatch date (outlined below). The closing date for the receipt of Entitlement and Acceptance Forms, is 5.00pm AEST on Tuesday, 4 June 2019.

All the Directors of St Barbara who are shareholders have indicated they will participate in the Retail Entitlement Offer. Directors are not eligible to participate in the Retail Oversubscription facility.

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Timetable

Event	Date (AEST)
Trading Halt; announcement of Institutional Entitlement Offer; opening of Institutional Entitlement Offer	Wednesday, 15 May 2019
Institutional Entitlement Offer closes	Thursday, 16 May 2019
Announcement of results of Institutional Entitlement Offer	Friday, 17 May 2019
Trading halt lifted – shares recommence trading on ASX on an “ex entitlement” basis	Friday, 17 May 2019
Record Date for Entitlement Offer	7.00pm Friday, 17 May 2019
Retail Offer Booklet (including Entitlement and Acceptance Form) despatched and Retail Entitlement Offer opens	Tuesday, 21 May 2019
Settlement of Institutional Entitlement Offer	Friday, 24 May 2019
Allotment and commencement of trading of New Shares issued under the Institutional Entitlement Offer	Monday, 27 May 2019
Retail Entitlement Offer closes	5.00pm Tuesday, 4 June 2019
Announcement of results of Retail Entitlement Offer	Friday, 7 June 2019
Settlement of New Shares issued under the Retail Entitlement Offer	Tuesday, 11 June 2019
Allotment of New Shares issued under the Retail Entitlement Offer	Wednesday, 12 June 2019
Commencement of trading of New Shares issued under the Retail Entitlement Offer	Thursday, 13 June 2019
Despatch of holding statements in respect of New Shares issued under the Retail Entitlement Offer	Thursday, 13 June 2019

All dates and times are indicative only and subject to change. Unless otherwise specified, all times and dates refer to Melbourne time. St Barbara and the underwriter reserve the right to amend any or all of these dates and times subject to the Corporations Act, the ASX Listing Rules and other applicable laws. In particular, St Barbara reserves the right to extend the closing date for the Retail Entitlement Offer, or to accept late applications under the Retail Entitlement Offer without prior notice.

Further information

Further details of the Transaction and Equity Raising are set out in the “Acquisition of Atlantic Gold Corporation and Equity Raising” Investor Presentation also provided to the ASX today. The Investor Presentation contains important information including key risks and foreign selling restrictions with respect to the Equity Raising.

Analyst briefing and audio webcast

Bob Vassie, Managing Director & Chief Executive Officer, will brief analysts and investors on the Transaction at 10:00 am AEST on Wednesday, 15 May 2019. Conference call details are shown below. Participants will be asked to provide the Conference ID when joining the call.

A live audio webcast will be available on the website at www.stbarbara.com.au/investors/webcast/ or by clicking here. The audio webcast is ‘listen only’ and does not enable questions. The audio webcast will subsequently be made available on the website.

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Conference ID:	10000337
Australia Toll Free:	1 800 558 698
Alternate Australia Toll Free:	1 800 809 971
Australia Local:	+61 2 9007 3187
New Zealand Toll Free:	0800 453 055
NZ Local (Auckland):	09 929 1687
NZ Local (Wellington):	04 974 7738
NZ Local (Christchurch):	03 974 2632
Canada:	1855 8811 339
France:	0800 913 848
Germany:	0800 182 7617
Hong Kong:	800 966 806
Japan:	0053 116 1281
Malaysia:	1800 816 294
Norway:	800 69 950
Singapore:	800 101 2785
Switzerland:	0800 820 030
United Kingdom:	0800 051 8245

Retail Investor Enquiries

If you have any questions in relation to the Equity Raising, please contact the St Barbara Offer Information Line on 1300 653 935 (within Australia) and +61 3 9415 4356 (outside Australia) between 8.30am and 5.00pm AEST Monday to Friday.

Nothing contained in this announcement constitutes investment, legal, tax or other advice. You should make your own assessment and consult your independent broker, solicitor, accountant, financial adviser, or other professional adviser in relation to the information in this announcement and any action to be taken on the basis of that information.

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Important information

This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction in which such an offer would be illegal. Neither the entitlements nor the New Shares to be offered and sold in the Entitlement Offer have been, or will be, registered under the U.S. Securities Act of 1933 (U.S. Securities Act) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the entitlements may not be exercised or taken up by, and the New Shares may not be offered or sold, directly or indirectly, to, persons in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities law of any state or other jurisdiction of the United States. There will be no public offer of the entitlements or the New Shares in the United States.

This announcement may not be released or distributed in the United States.

This announcement includes certain forward looking statements, including statements regarding the completion of the acquisition, the impact of the acquisition and the future strategies and results of the combined St Barbara and Atlantic groups and the opportunities available to it, the integration process and the timing and amount of synergies, the timing and outcome of the Entitlement Offer and the use of proceeds, as well as statements regarding projected earnings, revenue, growth, commodity prices, outlook, plans and strategies. Forward-looking statements can generally be identified by the use of forward-looking words such as “may”, “will”, “expect”, “intend”, “plan”, “estimate”, “anticipate”, “believe”, “continue”, “objectives”, “outlook”, “guidance” or other similar words and include statements regarding certain plans, strategies and objectives of management, trends and outlook. Indications of, and guidance on, future earnings and financial position and performance are also forward looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause St Barbara’s actual results, performance and achievements or industry results to differ materially from any future results, performance or achievements, or industry results, expressed or implied by these forward-looking statements.

Forward-looking statements are based upon management’s good faith assumptions relating to the financial, market, regulatory and other relevant environments that will exist and affect St Barbara’s business and operations in the future. St Barbara cannot give any assurance that the assumptions upon which management based its forward-looking statements will prove to be correct, or that St Barbara’s business and operations will not be affected in any substantial manner by other factors not currently foreseeable by management or beyond its control. Any forward-looking statements contained in this announcement speak only as of the date of this announcement.

Subject to any continuing obligations under applicable law or any relevant stock exchange listing rules, St Barbara disclaims any obligation or undertaking to publicly update or revise any forward-looking statement contained in this announcement or to reflect any change in management’s expectations with regard thereto after the date hereof of any change in events, conditions or circumstances on which any such statement is based. No representation or warranty, express or implied, is given as to the accuracy, completeness, likelihood of achievement or reasonableness of any forecasts, projections or prospects referred to in this announcement.

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Notes

Based on 236.9 million Atlantic shares outstanding and 20.5 million options outstanding valued at C$35.0m based on Intrinsic Value on the C$2.90 per share offer price.
Enterprise value based upon Atlantic debt of C$116.5 M and cash of C$36.1 M.
Customary lock-up agreement with Directors to vote in favour of the Transaction at the shareholder meeting in the absence of a superior proposal.
The Underwriting Agreement dated 15 May 2019 between St Barbara and the underwriter provides that the underwriter shall not be issued any shares that would either cause it to breach the 20% takeover threshold contained in Chapter 6D of the Corporations Act 2001 (Cth) or which would require notification under the Foreign Acquisitions and Takeovers Act 1975 (Cth). The issue size is approximately 169.7 million shares or 24.4% of the issued capital on a fully diluted basis. If the underwriter was required to take up more than 20% of the shares on issue, then, it notes for the purposes of ASIC Report 612 (March 2019), that it will still guarantee funding of the entire underwritten proceeds by the completion date, the number of excess shortfall shares would be c.30.5 million shares (being an equivalent to 4.4% of the company's fully diluted issued share capital) plus any additional interests the underwriter and its affiliates hold at the relevant settlement dates other than through its underwriting commitment, and it would enter into an arrangement for any such excess shares to be issued to it, or to third party investors, after close of the offer at the same offer price under the Entitlement Offer. No material impact on control is expected to arise as a consequence of these arrangements or from any shareholder taking up their entitlement where there is an excess shortfall.
The Theoretical Ex-Rights Price (“TERP”) is the theoretical price at which St Barbara shares should trade after the ex-date for the Entitlement Offer. TERP is a theoretical calculation only based on St Barbara share price of A$3.32 as at market close on 14 May 2019 and the actual price at which St Barbara shares trade immediately after the ex-date for the Entitlement Offer will depend on many factors and may not be equal to TERP
Some A$ figures in this presentation converted from previously published C$ figures using FX rates used per the below: CADAUD average CY18 = 1.0405, CADAUD as per spot rate on 10 May 2019 of 1.0642 (Source: FactSet)

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Attachment I – Details of Atlantic acquisition

St Barbara has entered into a binding Arrangement Agreement to acquire 100% of the outstanding common shares and options for cash consideration of C$2.90 per share, representing total consideration (based on the in-the-money value of the options) of C$722m (A$768m) in cash. As at 15 May 2019, Atlantic had 236,911,065 ordinary shares on issues as well as 20,535,525 options outstanding. St Barbara has entered into foreign currency hedging arrangements to provide cover for the transaction consideration.

The Agreement does not include Atlantic’s 36% interest in Velocity Minerals Ltd. (TSX-V: VLC), which will be spun out to existing Atlantic shareholders following completion.

Atlantic’s Directors and officers control 32% of the register and as part of the Transaction have entered into a lock-up agreement[3] to vote all shares they exercise control or direction over in favour of the Transaction.

Conditions precedent

Completion under the Arrangement Agreement is subject to customary closing conditions precedent for a transaction of this nature, including:

obtaining interim and final court orders from the Supreme Court of British Columbia;
obtaining key regulatory approvals which include:
TSX-V approval;
consent of the Nova Scotia Minster of Environment to the deemed transfer of Atlantic Gold’s Nova Scotia environmental assessment approval and Nova Scotia industrial approval;
consent of the Nova Scotia Minister of Energy and Mines to the deemed transfer of Atlantic’s Mineral Lease 11-1 and exploration licences;
Atlantic shareholder approval of the Transaction (at least 66 � % of the votes cast by all Atlantic Gold shareholders, and a simple majority of the votes cast by all shareholders excluding Steven Dean who is an interested party, in both cases by shareholders present in person or represented by proxy at the meeting);
obtaining all key third party consents;
there is no legal action or proceeding against Atlantic that is reasonably likely to prohibit or delay consummation of the Transaction;
no material adverse change occurring in relation to Atlantic; and
all covenants, representations and warranties of both St Barbara and Atlantic have been satisfied.

Termination

The Arrangement Agreement can be terminated by mutual agreement, by either party for material breach of the Agreement or by Atlantic in order to accept an unsolicited offer that is a superior proposal. A C$25 M termination fee is payable if a condition precedent is not satisfied due to an action by either party or if either party ceases to support the transaction.

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Attachment II – Information about Steven Dean and Maryse Bélanger

Steven Dean

Steven Dean is a Fellow of the Australasian Institute of Mining and Metallurgy, a Member of the Canadian Institute of Mining, Metallurgy and Petroleum, and a Fellow of the Institute of Chartered Accountants of Australia. He has extensive experience internationally in mining, including as President of Teck Cominco Limited (now Teck Resources Ltd.). Teck is Canada's largest diversified resource company, is the largest producer of metallurgical coal in North America and a major producer of copper, zinc, and energy from 13 mines in Canada, United States, Chile and Peru.

Prior to joining Teck, Mr. Dean was a founding member of management of the Normandy Poseidon Group, (which became Normandy Mining) which was the largest Australian gold producer and a significant producer of base metals and industrial minerals until its acquisition by Newmont Mining in 2002, as well as co-founder of PacMin Mining Corporation which became a subsidiary of Teck Corporation in 1999. He was also a cofounder and former chairman of Amerigo Resources Ltd.

Mr. Dean is the former Chairman and a director of Sierra Metals Inc. (TSX:SMT), and Chairman of Oceanic Iron Ore Corp. (TSX-V:FEO).

Maryse Bélanger

Ms. Bélanger brings over 30 years of experience with gold companies globally with strengths in studies, technical services and operational excellence and efficiency. She was most recently the CEO and Managing Director of Mirabela Nickel Ltd. where she has been responsible for the turnaround and cost cutting success at that company's Santa Rita mine in Brazil during a period of extremely low metal prices.

From 2011 to 2014, Ms. Bélanger was a senior executive with Goldcorp ultimately as Senior Vice President, Technical Services where she oversaw the global geology, mine planning and design, metallurgy, hydrology, tailings dam and geotechnical engineering functions. During her career, Ms. Bélanger has also gained considerable expertise providing oversight and project management support for some of the mining industry's key strategic acquisitions. Prior to joining Goldcorp, Ms. Bélanger was Director, Technical Services for Kinross Gold Corporation for Brazil and Chile. She has been an active board member at Mirabela, True Gold, CEEC International Ltd. and a member of Westcoast Women in Engineering, Science and Technology.

Ms. Bélanger holds a Bachelor of Science degree in Geology and a graduate certificate in Geostatistics. She is also fluent in English, French, Spanish and Portuguese.

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5. IMPORTANT INFORMATION

5.1 Responsibility for Offer Booklet

This Offer Booklet (including the ASX Announcements and the enclosed personalised Entitlement and Acceptance Form) has been prepared by St Barbara. This Offer Booklet is dated 17 May 2019 (other than the ASX Announcements, which were published on the ASX website on Wednesday, 15 May 2019).

No party other than St Barbara has authorised or caused the issue of this Offer Booklet, or takes any responsibility for, or makes, any statements, representations or undertakings in this Offer Booklet.

No person is authorised to give any information, or to make any representation, in connection with the Entitlement Offer that is not contained in this Offer Booklet. Any information or representation that is not in this Offer Booklet may not be relied on as having been authorised by St Barbara, or its related bodies corporate in connection with the Entitlement Offer.

5.2 Status of Offer Booklet

The Retail Entitlement Offer is being made pursuant to provisions of the Corporations Act (as notionally modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84) which allow rights issues to be conducted without a prospectus.

Neither this Offer Booklet nor the Entitlement and Acceptance Form are required to be lodged or registered with ASIC. This Offer Booklet is not a prospectus under the Corporations Act and no prospectus for the Entitlement Offer will be prepared. These documents do not contain, or purport to contain, all of the information that a prospective investor may require in evaluating an investment in St Barbara. They do not contain all the information which would be required to be disclosed in a prospectus.

As a result, it is important for Eligible Retail Shareholders to carefully read and understand the information on St Barbara and the Entitlement Offer made publicly available, prior to accepting all or part of their Entitlement. In particular, please refer to this Offer Booklet, the Investor Presentation and other announcements made available at http://www.asx.com.au/.

This Offer Booklet does not contain financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. St Barbara is not licensed to provide financial product advice in respect of the New Shares. Before deciding whether to apply for New Shares, you should consider whether they are a suitable investment for you in light of your own investment objectives and financial circumstances and having regard to the merits or risks involved. If, after reading the Offer Booklet, you have any questions about the Entitlement Offer, you should contact your stockbroker, accountant or other independent professional adviser.

5.3 Offer Booklet availability

Eligible Retail Shareholders in Australia and New Zealand can obtain a copy of this Offer Booklet during the period of the Entitlement Offer by accessing the ASX website or accessing the St Barbara website at https://stbarbara.com.au/. Persons who access the electronic version of this Offer Booklet should ensure that they download and read the entire Offer Booklet. The electronic version of this Offer Booklet on the ASX website and the St Barbara website will not include a personalised Entitlement and Acceptance Form.

A replacement personalised Entitlement and Acceptance Form can be requested by calling the St Barbara Offer Information Line on 1300 653 935 (from within Australia) or +61 3 9415 4356 (from outside Australia) at any time between 8:30am and 5:00pm (AEST) on Monday to Friday during the Retail Entitlement Offer period.

This Offer Booklet (including the accompanying personalised Entitlement and Acceptance Form) may not be distributed or released to, or relied upon by, persons in the United States or that are acting for the account or benefit of a person in the United States.

5.4 Notice to nominees and custodians

The Retail Entitlement Offer is being made to all Eligible Retail Shareholders. Nominees and custodians with registered addresses in the eligible jurisdictions, irrespective of whether they participate under the Institutional Entitlement Offer, may also be able to participate in the Retail Entitlement Offer in respect of some or all of the beneficiaries on whose behalf they hold existing Shares, provided that the applicable beneficiary would satisfy the criteria for an Eligible Retail Shareholder.

If St Barbara believes you hold Shares as a nominee or custodian you will have received, or will shortly receive, a letter in respect of the Entitlement Offer from St Barbara. Nominees and custodians should consider carefully the contents of that letter and note in particular that the Retail Entitlement Offer is not available to:

(a) beneficiaries on whose behalf they hold Existing Shares who would not satisfy the criteria for an Eligible Retail Shareholder;
(b) Eligible Institutional Shareholders who received an offer to participate in the Institutional Entitlement Offer (whether they accepted their Entitlement or not);
(c) Ineligible Institutional Shareholders who were ineligible to participate in the Institutional Entitlement Offer; or
(d) Shareholders who are not eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.

In particular, persons acting as custodians or nominees must not take up Entitlements or apply for New Shares on behalf of, or for the account or benefit of, a person in the United States and must not send any document relating to the Retail Entitlement Offer to, any person that is in the United States or that is acting for the account or benefit of any person in the United States.

St Barbara is not required to determine whether or not any registered holder is acting as a nominee or custodian or the identity or residence of any beneficial owners of Shares. Where any holder is acting as a nominee for a foreign person, that holder, in dealing with its beneficiary, will need to assess whether indirect participation by the beneficiary in the Retail Entitlement Offer is compatible with applicable foreign laws. Eligible Retail Shareholders who are nominees, trustees or custodians are therefore advised to seek independent advice as to how to proceed.

5.5 No cooling off

Cooling off rights do not apply to an investment in New Shares. You cannot withdraw your Application once it has been made.

5.6 Withdrawal of the Entitlement Offer

Subject to applicable law, St Barbara reserves the right to withdraw or vary all or part of the Entitlement Offer at any time, in which case St Barbara will refund any Application Monies already received in accordance with the Corporations Act and will do so without interest being payable to Applicants. In circumstances where allotment under the Institutional Entitlement Offer has occurred, St Barbara may only be able to withdraw the Entitlement Offer with respect to New Shares to be issued under the Retail Entitlement Offer.

To the fullest extent permitted by law, you agree that any Application Monies paid by you to St Barbara will not entitle you to receive any interest and that any interest earned in respect of Application Monies will belong to St Barbara.

5.7 Privacy Statement

If you complete an application for New Shares, you will be providing personal information to St Barbara (directly or through the Share Registry). St Barbara collects, holds and will use that information to assess your Application, service your needs as a Shareholder and to facilitate distribution payments and corporate communications to you as a Shareholder.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Share Registry.

You can access, correct and update the personal information that is held about you. If you wish to do so please contact the Share Registry at the relevant contact numbers set out in the Corporate Directory of this Offer Booklet.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if the information required on the Entitlement and Acceptance Form is not provided, St Barbara may not be able to accept or process your Application.

5.8 Governing Law

This Offer Booklet, the Entitlement Offer and the contracts formed on acceptance of the Entitlement Offers pursuant to the personalised Entitlement and Acceptance Forms are governed by the laws applicable in Victoria, Australia. Each applicant for New Shares submits to the non-exclusive jurisdiction of the courts of Victoria, Australia.

5.9 Foreign Jurisdictions

This Offer Booklet has been prepared to comply with the requirements of the securities laws of Australia.

The Entitlements and New Shares being offered under the Entitlement Offer are being offered to Shareholders with registered addresses in New Zealand in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016. This Offer Booklet is not a product disclosure statement under the Financial Markets Conduct Act 2013 ( FMCA ) or other similar offering or disclosure document under New Zealand law and has not been registered, filed with, or approved by any New Zealand regulatory authority or under or in accordance with the FMCA or any other relevant law in New Zealand. It does not contain all the information that a product disclosure document, under New Zealand law, is required to contain.

This Offer Booklet does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify the Entitlement Offer, the Entitlements or the New Shares or otherwise permit the public offering of the New Shares in any jurisdiction other than Australia and New Zealand.

This Offer Booklet, and any accompanying ASX announcements and the Entitlement and Acceptance Form, does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. Neither this Offer Booklet nor the Entitlement and Acceptance Form may be distributed or released in the United States. Neither the Entitlements nor the New Shares offered in the Entitlement Offer have been, or will be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States. Accordingly, the Entitlements may not be taken up by, and the New Shares may not be offered or sold to, persons in the United States or persons who are acting for the account or benefit of a person in the United States.

The New Shares to be offered and sold in the Retail Entitlement Offer may only be offered and sold outside the United States in “offshore transactions” (as defined in Rule 902(h) under the U.S. Securities Act) in compliance with Regulation S under the U.S. Securities Act.

Any non-compliance with these restrictions may contravene applicable securities laws.

5.10 Regulatory consents

ASX has granted St Barbara in principle confirmation that St Barbara will not need Shareholder’s approval under Listing Rule 11.1.2, or re-comply with the admission criteria under Listing Rule 11.1.3, in respect of the Acquisition.

5.11 Underwriting arrangements

The Entitlement Offer is underwritten by the Underwriter, on the terms and conditions set out in the Underwriting Agreement. The obligations of the Underwriter are subject to the satisfaction of certain customary conditions precedent documented in the Underwriting Agreement. Furthermore, in accordance with the Underwriting Agreement, as is customary with these types of underwriting arrangements:

(a) St Barbara has (subject to certain limitations) agreed to indemnify the Underwriter, its affiliates and their respective officers, agents, advisers and employees against losses incurred in respect of the Entitlement Offer;
(b) St Barbara and the Underwriter have given certain representations, warranties and undertakings in connection with (among other things) the conduct of the Entitlement Offer;
(c) the Underwriter may terminate the Underwriting Agreement and be released from its obligations on the occurrence of certain events (in some cases, subject to the materiality of the relevant event), including (but not limited to) where:
(i) a statement contained in certain materials prepared in relation to the Entitlement Offer, including in this Offer Booklet, (the Offer Materials ) is or becomes misleading or deceptive or likely to mislead or deceive, or a matter required to be included is omitted from the Offer Materials;
(ii) any government agency commences, or gives notice of an intention to commence, any court proceeding or public action against St Barbara or any of its directors;
(iii) the Acquisition will not proceed for a number of reasons, including if a condition precedent to the Acquisition agreement is not capable of being satisfied or if the Acquisition agreement is terminated, void, avoided, illegal, invalid, unenforceable, or amended in any material respect without the prior written consent of the Underwriter;
(iv) St Barbara ceases to be admitted to the official list of ASX or the Shares are suspended from official quotation on the ASX (other than a voluntary suspension requested by St Barbara to facilitate the Entitlement Offer and Acquisition);
(v) there are certain delays in the timetable for the Entitlement Offer without the prior written consent of the Underwriter;
(vi) St Barbara withdraws the Entitlement Offer;
(vii) a representation, warranty or undertaking or obligation contained in the Underwriting Agreement on the part of St Barbara is breached, becomes not true or correct or is not performed;
(viii) St Barbara is or is likely to become insolvent;
(ix) a change in the Chairman, the Chief Executive Officer or Chief Financial Officer of St Barbara occurs; and
(x) there is a material market disruption in certain key financial markets or hostilities not presently existing commence or a major escalation in existing hostilities occurs involving certain key countries; and
(d) St Barbara, and not the Underwriter, is responsible for the form and content of the Offer Materials and all advertising, publicity, announcements, statements, reports and other disclosures made in relation to the Entitlement Offer issued with the knowledge or prior consent of St Barbara or its directors, officers, employees or legal advisers acting on its behalf.

None of the Underwriter Parties has authorised, permitted or caused the issue, despatch or provision of this Offer Booklet and they do not take responsibility for any statements made in this Offer Booklet or any action taken by you on the basis of such information. The Underwriter has not authorised, approved or verified any forward-looking statements included in this Offer Booklet.

To the maximum extent permitted by law, each Underwriter Party excludes and disclaims all liability for any expenses, losses, damages or costs incurred by you as a result of your participation in the Entitlement Offer and this Offer Booklet being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise, and make no representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of this Offer Booklet.

The Underwriter Parties take no responsibility for any part of the Offer Booklet or liability (including, without limitation, any liability arising from fault or negligence on the part of any person) for any direct, indirect, consequential or contingent loss or damage whatsoever arising from the use of any part of the Offer Booklet or otherwise arising in connection with it.

None of the Underwriter Parties make any recommendations as to whether you or your related parties should participate in the Entitlement Offer, nor do they make any representations or warranties, express or implied, to you concerning this Entitlement Offer or any such information and you represent, warrant and agree that you have not relied on any statements made by the Underwriter Parties in relation to the New Shares or the Entitlement Offer generally.

The Underwriting Agreement provides that the Underwriter shall not be issued any shares that would cause it to breach the 20% takeover threshold contained in Chapter 6D of the Corporations Act or which would require notification under the Foreign Acquisitions and Takeovers Act 1975 (Cth). The size of the Entitlement Offer is approximately 169.7 million Shares or 24.4% of the issued capital on a fully diluted basis. If the Underwriter was required to take up more than 20% of the Shares on issue, then it notes for the purposes of ASIC Report 612 (March 2019), that it will still guarantee funding of the entire underwritten proceeds by the completion date, the number of excess shortfall Shares would be approximately 30.5 million shares (being equivalent to 4.4% of the company's fully diluted issued share capital) plus any additional interests the Underwriter and its affiliates hold at the relevant settlement dates other than through its underwriting commitment, and it would enter into an arrangement for any such excess shares to be issued to it, or to third party investors, after close of the Entitlement Offer at the Offer Price. No material impact on control is expected to arise as a consequence of these arrangements or from any Shareholder taking up their Entitlement where there is an excess shortfall.

5.12 Disclaimer of representations

Except as required by law, and only to the extent so required, none of St Barbara, any Underwriter Parties or any other person, warrants or guarantees the future performance of St Barbara or any return on any investment made pursuant to this Offer Booklet.

6. GLOSSARY

$ or cents means Australian dollars or cents.

Acquisition means the acquisition of Atlantic by way of a court-approved plan of arrangement, as described in the Investor Presentation.

Administration Agent means the Underwriter, which may act through its U.S. registered broker dealer Affiliate, in its capacity as administration agent in connection with the U.S. Private Placement.

Affiliate has the meaning given to that term in Rule 501(b) under the U.S. Securities Act and also includes, in respect of any person, any other person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such person; and in this Agreement control (including in the terms controlled by and under common control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management, policies or activities of a person, whether through the ownership of securities, by contract or agency or otherwise.

Applicant means an Eligible Retail Shareholder who has submitted a valid Application.

Application means the arranging for payment of the relevant Application Monies through BPAY® in accordance with the instructions on the Entitlement and Acceptance Form or the submission of an Entitlement and Acceptance Form accompanied by the relevant Application Monies.

Application Monies means the aggregate amount payable for the New Shares applied for through BPAY® or in a duly completed Entitlement and Acceptance Form, being the consideration for New Shares under the Retail Entitlement Offer.

Approved U.S. Investors means up to 20 persons that are not Shareholders as at the Record Date that are located in the United States and that St Barbara and the Administration Agent have pre-identified and have determined to be either:

(a) a QIB; or
(b) an Eligible U.S. Fund Manager.

Approved U.S. Securityholders means those Institutional Shareholders (including those persons on whose account or for whose benefit such Institutional Shareholders are acting, as applicable) that are Institutional Shareholders as at the date of the Underwriting Agreement and as at the Record Date and that St Barbara and the Administration Agent have pre-identified and have determined to be either:

(a) a QIB; or
(b) an Eligible U.S. Fund Manager.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited ACN 008 624 691 or, where the context requires, the securities exchange operated by it on which the Shares are quoted.

ASX Announcements means the initial announcement in relation to the Acquisition and Entitlement Offer released to the ASX on Wednesday, 15 May 2019 and the announcement in relation to the completion of the Institutional Entitlement Offer released to the ASX on Friday, 17 May 2019, incorporated in Section 4 of this Offer Booklet.

Atlantic means Atlantic Gold Corporation, a company listed on the Toronto Stock Exchange to be acquired by St Barbara pursuant to the Acquisition.

CGT means capital gains tax.

Closing Date means 5:00pm (AEST) on Tuesday, 4 June 2019, the day the Retail Entitlement Offer closes.

Corporations Act means the Corporations Act 2001 (Cth).

Eligible Institutional Shareholder means, in accordance with sections 708(8) and (11) of the Corporations Act, respectively, a sophisticated or professional Shareholder on the Record Date who:

(a) is not an Ineligible Institutional Shareholder;
(b) has successfully received an invitation from the Underwriter to participate in the Institutional Entitlement Offer (either directly or through a nominee); and
(c) is not in the United States unless it is an Approved U.S. Securityholder or an Approved U.S. Investor.

Eligible Retail Shareholders has the meaning given in Section 1.2 of the Offer Booklet.

Eligible Shareholders means all Eligible Institutional Shareholders and all Eligible Retail Shareholders.

Eligible U.S. Fund Manager means a dealer or other professional fiduciary organized or incorporated in the United States and acting for a discretionary or similar account (other than an estate or trust) held for the benefit or account of persons that are not "U.S. persons" (as defined in Regulation S under the U.S. Securities Act) for which such Investor has and is exercising investment discretion, within the meaning of Rule 902(k)(2)(i) of Regulation S under the U.S. Securities Act.

Entitlement means the number of New Shares for which an Eligible Shareholder is entitled to subscribe under the Entitlement Offer, being 1 New Share for every 3.1 Shares held at the Record Date.

Entitlement and Acceptance Form means the personalised form accompanying this Offer Booklet to be used to make an Application in accordance with the instructions set out on that form.

Entitlement Offer means the pro-rata accelerated non-renounceable entitlement offer of New Shares to Eligible Shareholders to raise approximately $490 million at the Offer Price on the basis of 1 New Share for every 3.1 Existing Shares held on the Record Date, and comprised of the Institutional Entitlement Offer and the Retail Entitlement Offer.

GST means goods and services tax, as defined in the GST Act.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Ineligible Institutional Shareholder means a Shareholder who is an institutional or sophisticated Shareholder on the Record Date with a registered address outside the Permitted Jurisdictions or to whom ASX Listing Rule 7.7.1(a) applies.

Ineligible Retail Shareholders has the meaning given in Section 1.7 of this Offer Booklet.

Institutional Entitlement Offer means the pro-rata accelerated non-renounceable entitlement offer to Eligible Institutional Shareholders under the Entitlement Offer.

Investor Presentation means the St Barbara Investor Presentation released to ASX on Wednesday, 15 May 2019 and included in Section 4 of this Offer Booklet.

Listing Rules means the official listing rules of the ASX.

New Shares means the new fully paid ordinary shares in St Barbara to be allotted and issued under Entitlement Offer.

Offer Booklet means this offer booklet in relation to the Retail Entitlement Offer, including the ASX Announcements reproduced in Section 4 and the personalised Entitlement and Acceptance Form accompanying the offer booklet.

Offer Information Line means 1300 653 935 (within Australia) or +61 3 9415 4356 (outside Australia). The Offer Information Line will be answered live and operate between 8:30am and 5:00pm (AEST) on Monday to Friday during the Retail Entitlement Offer period.

Offer Price means $2.89 being the price payable per New Share under the Entitlement Offer.

Oversubscription Facility means the opportunity for Eligible Retail Shareholders who take up all of their Entitlement to also apply for additional New Shares in excess of their Entitlement up to a maximum of 25% of their Entitlement.

Performance Right means a performance right granted by St Barbara to employees under the St Barbara Performance Rights Plan.

Permitted Jurisdictions means Australia, New Zealand, Belgium, Denmark, Germany, Luxembourg, Netherlands, France, Hong Kong, Ireland, Italy, Japan, Korea, Malaysia, Norway, Singapore, Spain, Sweden, Switzerland, United Arab Emirates (excluding Dubai International Financial Centre), the United Kingdom, Canada (who are in British Columbia, Ontario or Quebec) and are “accredited investors” as defined in National Instrument 45-106 “Prospectus and Registration Exemptions”) and the United States (only to the Approved U.S. Securityholders and Approved U.S. Investors) and other jurisdictions as agreed between the Underwriter and St Barbara.

QIB means a “qualified institutional buyer” as that term is defined in Rule 144A under the U.S. Securities Act.

Record Date means 7:00pm (AEST) on Friday, 17 May 2019.

Retail Entitlement Offer means the pro-rata accelerated non-renounceable entitlement offer to Eligible Retail Shareholders under the Entitlement Offer.

Share means a fully paid ordinary share in St Barbara.

Share Registry means Computershare Investor Services Pty Limited (ACN 078 279 277).

Shareholder means a holder of a Share.

St Barbara means St Barbara Limited (ACN 009 165 066).

TERP means the theoretical ex-rights price.

Timetable means the indicative table set out in the “Key dates for the Entitlement Offer” section of this Offer Booklet.

TOFA means Taxation of Financial Arrangements.

TOFA Amendments means the Tax Laws Amendment (Taxation of Financial Arrangements) Act 2009 (Cth).

Underwriter means the underwriter of the Entitlement Offer.

Underwriting Agreement means the underwriting agreement between St Barbara and the Underwriter under which the Underwriter has agreed to underwrite the Entitlement Offer.

U.S. Private Placement means the offer and sale of the Shares in the United States by St Barbara to Approved U.S. Investors and Approved U.S. Securityholders as part of the Institutional Entitlement Offer and pursuant to an available exemption from the registration requirements of the U.S. Securities Act.

U.S. Securities Act means the United States Securities Act 1933 (as amended).

Corporate Directory

ST BARBARA LIMITED ACN 009 165 066

REGISTERED OFFICE

Level 10, 432 St Kilda Road Melbourne, VIC 3004 Australia

LEGAL ADVISER TO ST BARBARA LIMITED

Ashurst Level 26, 181 William Street Melbourne VIC 3000 Australia

ACCOUNTING ADVISER TO ST BARBARA LIMITED

PricewaterhouseCoopers 2 Riverside Quay Southbank VIC 3006 Australia

SHARE REGISTRY

Computershare Investor Services Pty Ltd Yarra Falls 452 Johnston Street Abbotsford VIC 3067 +61 3 9415 4000

WEBSITE

Corporate information and the St Barbara Annual Report can be found via St Barbara's website at https://stbarbara.com.au/.

St Barbara Offer Information Line

Australia: 1300 653 935 International: +61 61 3 9415 4356

Open between 8:30am and 5:00pm (AEST) on Monday to Friday during the Retail Entitlement Offer period

AI assistant

ST BARBARA LIMITED — Capital/Financing Update 2019

65749_rns_2019-05-23_ea84731c-d51b-421f-ad53-d59b0b66e305.pdf

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

St Barbara Limited (ASX:SBM) – Despatch of Retail Entitlement Offer Booklet

Rowan Cole

Important Information

St Barbara Limited

Retail Entitlement Offer Booklet

The Retail Entitlement Offer closes at 5.00pm (AEST) on Tuesday, 4 June 2019

The Retail Entitlement Offer is underwritten

IMPORTANT NOTICES

Please contact your professional advisor or the St Barbara Offer Information Line on 1300 653 935 (within Australia) or +61 3 9415 4356 (outside Australia) between 8:30am and 5:00pm (AEST) on Monday to Friday if you have any questions.

No overseas offering

New Zealand

United States disclaimer

Definitions, time and currency

Taxation

Privacy

Governing law

Disclaimer

No representations

Past performance

Future performance

Risks

No cooling off

Trading New Shares

No Entitlements trading

Disclaimer of representations

CONTENTS

CLAUSE

PAGE

A. CHAIRMAN'S LETTER

The Acquisition

Entitlement Offer

Other information

The Retail Entitlement Offer closes at 5:00pm (AEST) on Tuesday, 4 June 2019.

Tim Netscher

Enquiries

1. OVERVIEW OF THE ENTITLEMENT OFFER

1.1 Entitlement Offer

1.3

What is your Entitlement?

1.4

Can you trade your Entitlement?

1.5

Reconciliation

1.6

ASX quotation

1.7

Ineligible Retail Shareholders

1.8 Restrictions on exercise of Entitlements

1.9 Performance Rights holders

1.10 Rights of St Barbara in relation to adjustments

Adjusting Entitlements

Adjusting for subscriptions in excess of Entitlement

Acknowledgement

2. HOW TO APPLY

2.1 What you may do – choices available

2.2 If you wish to take up all of your Entitlement or take up all of your Entitlement and participate in the Oversubscription Facility

2.3

If you wish to take up part of your Entitlement

2.4

If you do not wish to take up your Entitlement

2.5 Consequences of not taking up all or part of your Entitlement

2.6 Payment

General

Payment by BPAY®

Payment by cheque, bank draft or money order

2.7 Mail delivery

2.8 Entitlement and Acceptance Form is binding

3. AUSTRALIAN TAXATION CONSIDERATIONS

��� Issue of Entitlement

��� Exercise of Entitlement and applying for additional New Shares under the Oversubscription Facility

��� New Shares

3.4 Other Australian taxes

4. ASX ANNOUNCEMENTS (INCLUDING ST BARBARA INVESTOR PRESENTATION)

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Equity raising

Institutional Entitlement offer

ST BARBARA LIMITED Capital/Financing Update 2019

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