ST BARBARA LIMITED — Director's Dealing 2005

Nov 3, 2005

Rule 3.19A.2

Appendix 3Y

Change of Director's Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 30/9/2001.

Name of entity	St Barbara Mines Limited
ABN	-36 009 165 066

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Mr Henderson Gilbert Tuten
Date of last notice	7 December 2004
Date of this notice	4 November 2005

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.	Partner of Resource Capital Funds ManagementLLC, a management company that has day to daymanagement of Resource Capital Fund II LP
Date of change	18 October 2005
No. of securities held prior to change	177,887,642 ordinary shares
Class	Ordinary Shares
Number acquired	774,588
Number disposed	Nil
Value/ConsiderationNote: If consideration is non-cash, provide details and estimated valuation	$164,212.65
No. of securities held after change	See schedule
Nature of changeExample: on-market trade, off-market trade, exercise of options, issue ofsecurities under dividend reinvestment plan, participation in buy-back	Resource Capital Fund II LP exercised 774,588options announced to ASX on 21 October 2005

+ See chapter 19 for defined terms.

Part 2 - Change of director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

Detail of contract	N/A
Nature of interest
Name of registered holder(if issued securities)
Date of change
No. and class of securities towhich interest related prior tochangeNote: Details are only required for a contract in relationto which the interest has changed
Interest acquired
Interest disposed
Value/ConsiderationNote: If consideration is non-cash, provide details and anestimated valuation
Interest after change

+ See chapter 19 for defined terms.

Schedule to form $3Y - Mr$ Hank Tuten

Ordinary Shares held by Resource Capital Fund II L.P.

			OrdinaryShares
7 Dec 04	Fully paid ordinary shares		177,887,642
18 Oct 05	Options exercised	49,252
18 Oct 05	Options exercised	241,854
18 Oct 05	Options exercised	483,482
			774,588
			178,662,230

Unlisted Options held by Resource Capital Fund II L.P.

	Exercise Price$	ExpiryDate	Issue Date	NumberOptions
Resource Capital Funds II LP	0.2125	7-Jul-06	7-Jan-03	1,482,677
Resource Capital Funds II LP	0.2086	7-Jul-06	$7$ -Jan-03	151,040
Resource Capital Funds II LP	0.2124	7-Jul-06	$7$ -Jan-03	741,686
Resource Capital Funds II LP	0.1138	7-Jul-06	$7$ -Jan-03	3,177,890
Resource Capital Funds II LP	0.2125	7-Jan-07	$7 -$ Jul $-03$	5,834,004
Resource Capital Funds II LP	0.2086	7-Jan-07	$7 -$ Jul $-03$	594,308
Resource Capital Funds II LP	0.2124	7-Jan-07	$7 -$ Jul $-03$	2,918,376
Resource Capital Funds II LP	0.1138	7-Jan-07	$7 -$ Jul $-03$	17,430,243
Resource Capital Funds II LP	0.2125	24-May-08	28-Nov-03	257,857
Resource Capital Funds II LP	0.2086	24-May-08	28-Nov-03	485,953
Resource Capital Funds II LP	0.2124	24-May-08	28-Nov-03	2,386,296
Resource Capital Funds II LP	0.1138	24-May-08	28-Nov-03	14,252,357

49,712,687

+ See chapter 19 for defined terms.