ST BARBARA LIMITED — Major Shareholding Notification 2003

Dec 1, 2003

12-1-03: 4:56PM; RCF

Form 604

Corporations Act 2001 Section 0718

Notice of change of interests of substantial holder

	St Barbara Mines Limited
To Company Name/Scheme ACN/ARSN	ACN 009 165 068
1. Details of substantial holder(1)	Resource Capital Fund II L.P.
Name: ACN/ARSN (if applicable)
There was a change in the interests of the substantial holder on	28/11/2003
The previous notice was given to the company ņп	8/7/2003
The previous notice was dated	8/7/2003

1. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate
(2) had a relevant interest (3) in when last required, and when now r follows:

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power $(5)$	Person's volus	Voting power
Ordinary	34.057.084	7.89%	129.742.017	24.06%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the
company or scheme, since the substantial holder was last required to give

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's volut affected 95.684,932
28/11/03	Resource Capital Fund II L.P.	Pursuant to hoifption agreement dated 6 October 2003 batween the Company. Silkwest Holdings Ply Ltd. SI Barbaro Pastoral Co Pty ⊔d and Resource Capital Fund II LP (COPY) annexed)	\$7,654,794.56	95,684,932 fully paid ordinary shares

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of retevant interest	Registered holder of securities	Person entitled to be ' registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
Resource Capital Fund H LP.	Resource Capital Fund 11 L.P	Resource Capital Fund II LP	Owner	129,742,017	129.742.017

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or acherne are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
----	---

6. Addresses

The addresses of persons named in this form are:

	Name Resource Capital Fund II L.P.	Address 1400 Sixteenth Street, Suite 200 Denver CO 80202 USA
Signature	$p$ cint name $E$ $14$	20.4	Rosident capacity $-22$
	sign here سمده	DIRECTIONS	date

• if there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons $(1)$ enancycle and status of an equipment of the status with the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 8 of the form.
• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.
• (3) See the definition of "relevant interest" in sections 608 and 6718(7) of the Corporations Act 2001.
• The voling shares of a company constitute one class unless divided into separate classes. $(4)$
• The parson's votes divided by the total votes in the body corporate or scheme multiplied by 100. $\left(5\right)$
• Include details of: $(6)$
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 6718(4) applies, a copy of any document satting out the terms of any relevant agreement, and a statement by the parson giving full and accurate details of $\omega$ a very stranger was seen a series and company this form, logether with a written statement conflying this contract, scheme or arrangement, and
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the quelification applies). $(b)$

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001,

• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the $(7)$ happening or not of a contingency. Details must be included of any benallt paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
• If the substantial holder is unable to determine the identify of the person (eg. if the relevant interest arises because of an option) write "unknown". (8)
• Give details. If appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$

RESOURCE CAPITAL FUND II L.P.
By Resource Capital Associates II L.P.
General Partner
By RCA II GP Limited General Partner
В۱
T. Dolan, Vicc 17. 2005 Brian v

SUBSCRIPTION AGREEMENT

St Barbara Mines Limited Silkwest Holdings Pty Ltd St Barbara Pastoral Co Pty Ltd

and

Resource Capital Fund II L.P.

I certify this to
be a true and correct
cay of the original ()
Signed: (Ville Bristlent)
Date 01/17/03

RESOURCE CAPITAL FUND II L.P.
By Resource Capital Associates II L.P.
General Parmer General Factures Bv ice President

183 Cain Sires Wei gaan e d:08 3327

			2
1		Interpretation
	1.1	Definitions	2
		1.2 Construction	4
		1.3 Trading Day	4
	$1.4 -$	Joint and several	4
	1.5	Transaction Document	4
			4
2		Facility Agreement
3		Conditions for Completion	4
	3.1	Conditions	4
		3.2 Best endeavours	5 5
		3.3 Notice	6
		3.4 Waiver T.	6
		3.5 Cut-off date
д		Subscription and issue	6
	4.1	Subscription and issue	6
		4.2 ASX Listing	6
		4.3 Reliance Notice	7
			7
5	Release
6		Representations and Warranties	7 7
	6.1	Representations and warranties	9
	6.2	Survival of representations and warranties	10
	6.3	Reliance
7		Indemnity	10 10
	7.1	Indemnity	10
	7.2	Extent of indemnity
8		Dutles, costs and expenses	10
9	General		11
	91	Public announcements	11
	9.2	Notices	11
	93	Governing law and jurisdiction	$12 \,$
	9.4	Prohibition and enforceability	12 12.
	9.5	Variation	12.
	9.6	Waivers	13.
	97	Further assurance	13
	9.8	Assignment

$\hat{\mathbf{r}} = \hat{\mathbf{x}}$

page I

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	October 2003 between:
	made on
1.	St Barbara Mines Limited.
	ABN 36 009 165 066
	of Level 2 36N 66 012 878 629 16 Ord Street
	UESTERN AUSTRALIA STRAP OUTV West Perth, Western Australia
	07/10/03 12:48 002145677-001 (Company) EE \$ #########
2.	Silkwest Holdings Pty Ltd ABN 43 067 834 235 6 23500.00 PSI substitution
	and St Barbara Pastoral Co Pty Ltd
	ABN 35 067 716 312
	both of Level 2 16 Ord Street
	West Ferth, Western Australia
	(each a Guarantor and together, the Guarantors)
	Resource Capital Fund II L.P
з.	of Suite 200
	1400 Sixteenth Street
	Denver, Colorado,
	United States of America
	(RCFII)
Introduction
A	RCFII has provided to the Company the Facility.
$\mathbf{B}$	By a notice dated 5 June 2003 under clause 9.6 of the Facility
	Agreement, RCFII nominated 15 August 2003 as the date by which the
	Secured Moneys must be repaid in full.
	RCFII has agreed, subject to the terms of this deed, to extend the date by which the Secured Moneys must be repaid in full to no later than the Cut-
C
	Off Date.
D	The Company has agreed, subject to the terms of this deed, to issue to
	RCFII the Subscription Shares in satisfaction of the Secured Moneys.
E	The Parties have agreed to enter into this deed to record the terms of the
	agreements described in the preceding paragraphs.
It is agreed
	Interpretation
1.1	Definitions
	In this deed: ASIC means the Australian Securities and Investments Commission.

$F$ nel

ASX means Australian Stock Exchange Limited.

Business Rules means the business rules of ASX.

Class Order means ASIC class order 02/1180 issued on 30 April 2003, as amended and supplemented from time to time.

Cut-Off Date means 30 November 2003 or if a notice is given under clause 3.3 that a condition to Completion cannot be satisfied. 3 Trading Days after the date of that notice.

Completion means the issue of the Subscription Shares to RCFII in accordance with this deed.

Corporations Act means the Corporations Act 2001 (Cth).

Encumbrance has the same meaning as in the Facility Agreement.

Facility means the loan facility under the Facility Agreement.

Facility Agreement means the facility agreement dated 8 January 2002 between the Company, the Guarantors and RCFII as amended and supplemented by the supplemental deeds dated 7 March 2002 and 29 November 2002.

Government Agency has the same meaning as in the Facility Agreement.

Insolvency Event has the same meaning as in the Facility Agreement.

Listing Rules means the listing rules of ASX.

Official List means the official list of ASX.

Options means all of the options issued, or which the Company is obliged under the Facility Agreement to issue RCPII, to subscribe for Shares.

Party means a party to this deed and Parties means all of them.

Reliance Notice means a notice in the form of schedule 1.

Secured Moneys has the same meaning as in the Facility Agreement.

Securities has the same meaning as in the Facility Agreement.

Share means an ordinary fully paid share in the capital of the Company.

Subscription Date means 24 November 2003 or such later date as RCFII may agree in writing.

Subscription Shares means:

subject to clause 3.1, the Shares subscribed for under clause 4.1(a); and $\left( a\right)$

the Shares subscribed for under clanse 4.1(b). (ታ)

Trading Day has the same meaning as in the Business Rules.

Transaction Documents has the same meaning given that expression in the Facility Agreement.

Transaction Party means the Company and each of the Guarantors.

page 3 Final

Construction $12$

The principles of construction contained in clause 1.2 of the Facility Agreement apply, mutans mutandis, to this deed.

Trading Day $1.3$

Where the day on or by which any thing is to be done is not a Trading Day, that thing must be done on or by the next succeeding Trading Day.

Joint and several $14$

The obligations of each Transaction Party under this deed is joint and several and unconditional and irrevocable.

Transaction Document $1.5$

The Parties agree that this deed is a Transaction Document.

Facility Agreement $\overline{2}$

• Each Transaction Party acknowledges and agrees with RCFII that: $(a)$
• this deed does not, other than in accordance with its terms, $(1)$ abrogate, prejudice, discharge, limit or affect in any way its duties, obligations and liabilities under the Facility Agreement or any of the other Transaction Documents; and
• each Transaction Party's obligations to RCFII under the Facility $(2)$ Agreement and the other Transaction Documents, or otherwise, are and continue to be secured by the Securities and, without limitation, all moneys owing or payable to RCFII under the Facility Agreement or otherwise comprise part of the Secured Moneys.
• RCFII agrees that the date for repayment of the Secured Moneys will be $(b)$ extended to the Cut-Off Date.

Conditions for Completion $\mathbf{z}$

Conditions 3.1

Completion will not proceed unless RCFII has received all of the following in form and substance satisfactory to it:

Corporate authorisation: an extract of a resolution of the directors of $(a)$ each Transaction Party approving the transactions contemplated by this doed and authorising execution by that Transaction Party of this deed certified by an officer of each of them;

Foreign Investment Review Board approval: $(b)$

a notice in writing is issued by, or on behalf of, the Treasurer of $(1)$ the Commonwealth of Australia stating that the Commonwealth Government does not object to the parties entering into and

completing this deed either unconditionally or on terms reasonably acceptable to RCFII: or

• evidence that the Treasurer of the Commonwealth of Australia $(2)$ becomes precluded from making an order in respect of the subscription of the Shares under the Foreign Acquisitions and Takeovers Act 1975 (Cth).
• Approval of general meeting: evidence the members of the Company $(c)$ have approved:
• the issue of the Subscription Shares to RCFII under this deed in $\left( 1\right)$ accordance with the Listing Rules and section 611 Item 7 of the Corporations Act; and
• the exercise of the Options in accordance with section 611 item 7 $(2)$ of the Corporations Act;
• Other approvals: evidence in the form of a legal opinion from $(d)$ independent counsel to the Transaction Parties (which legal counsel is acceptable to RCFII acting reasonably) that the Company has obtained all applicable approvals under the Listing Rules, the Corporations Act and any other approvals required by any Governmental Agency (in addition to the approval contemplated in paragraph (b)) to the transactions contemplated in this deed.
• Other conditions: as at the Subscription Date: $(c)$
• restructure of Board: evidence the Company has restructured its $(1)$ board of directors to consist of five individuals each to serve in accordance with the constitution of the Company and that those five individuals are constituted so that two are nominees of RCFII and one is mutually acceptable to each of the Company's management and RCFII (acting reasonably) who will serve as the independent non-executive chairman of the board of directors of the Company:
• board of Taipan: evidence that, with effect no later than the $(2)$ Subscription Date, an individual nominated by RCFII has been appointed to the board of directors of Taipan Resources NL to serve in accordance with that company's constitution;
• breach of agreement: no Transaction Party has breached this $(3)$ deed; and
• certificate of directors: a certificate in the form of schedule 2 $(4)$ signed by 2 directors of the Company

Best endcavours $3₂$

Each Party must each use its best endeavours to satisfy the conditions for Completion set out in clause 3.1.

$3.3$ Notice

RCFII and the Company must promptly notify the other in writing if any condition for Completion in clause 3.1 is satisfied or cannot be satisfied.

Waiver $34$

The conditions for Completion in clause 3.1 may be waived only by RCFII.

Cut-off date $3.5$

If any condition for Completion set out in clause 3.1 is not satisfied on or before the Cut-Off Date this deed automatically terminates. Upon termination, if the Secured Moneys are not paid or repaid in full by the Cut-Off Date a Default will occur and:

• the Transaction Documents will continue to be in full force and effect; $(a)$ and
• the Lender may exercise its Powers under the Facility Agreement and $(b)$ each other Transaction Document.

Subscription and issue

Subscription and issue $4.1$

• Subject to clause 3.1, on the Subscription Date, RCFII subscribes for: (B)
• 87,500,000 Shares in satisfaction of the principal amount owing $(1)$ to RCFII under the Facility; and
• 3.589,041 Shares in satisfaction of interest owing to RCFII under $(2)$ the Facility at the Subscription Date,

at an issue price of \$0.08 per Share.

• On the Subscription Date, RCFII subscribes for 4,500,000 Shares in $(b)$ satisfaction of a fee, at an issue price of \$0.08 per Share.
• The Company must within 3 Trading Days of the Subscription Date $(c)$ issue:
• the Subscription Shares and despatch statements in respect of $\langle 1 \rangle$ those Shares to RCFII in accordance with applicable laws, the Business Rules and the Listing Rules; and
• 16.919,636 options to subscribe for Shares in accordance with the $(2)$ Facility Agreement.

ASX Listing 4.2

• The Company must ensure that within 3 Trading Days of the $\omega$ Subscription Date approval has been given for official quotation on the Official List of the Subscription Shares conditional only on the usual conditions required by ASX.
• The Company must sign all documents and do all acts and things required $\left( b\right)$ of it by ASX to ensure that the Subscription Shares are granted official quotation by ASX within the period required by clause 4.2(a).

Reliance Notice $4.3$

The Company must:

• jssue the Reliance Notice to ASX as soon as practicable after the issue of $(a)$ the Subscription Shares and in event no later than required by the Class Order so as to enable the issue of the Subscription Shares to qualify for the benefit of that Class Order; and
• give to RCFII a copy of the Reliance Notice at the same time that it is $(b)$ provided to ASX.

Release

• Subject to the issue of the Shares contamplated by clause 4.1(a) in $(a)$ accordance with clause 4.1(c):
• RCFII releases and discharges the Transaction Parties from: $(1)$
  • all past, present and future liability: and $(A)$
  • all actions, suits, accounts, claims and demands $\left( \mathbf{D} \right)$ whatsoever.

under or in respect of all of the Transaction Documents other than this deed; and

• the Transaction Parties release and discharge RCFII from: $(2)$
• all past, present and future liability; and $(A)$
• all actions, suits, accounts, claims and demands $(B)$ whatsoever.

under or in respect of all of the Transaction Documents other than this deed.

RCFII must promptly do and perform all further acts and execute and $\mathbf{b}$ deliver all further documents required by law or reasonably requested by a Transaction Party to give effect to the releases and discharges contemplated by clause 5(a) including delivery of Corporations Act Forms 312 and Mining Act Form 26 ("Discharge of Mortgage") with respect to release of the whole of the Securities at the cost of the Transaction Parties.

Representations and Warranties 6

Representations and warranties $6.1$

Each Transaction Party represents and warrants on behalf of itself and each other Transaction Party, to RCFII that:

registration: it is a corporation as that expression is defined in the $(a)$ Corporations Act having limited liability, registered (or taken to be registered) and validly existing under the Corporations Act:

• authority: it has full power and authority to enter into this deed and to $(b)$ perform its obligations under it;
• corporate authorisations: it has taken all necessary action to authorise $(c)$ the execution, delivery and performance by it of this deed in accordance with its terms;
• binding obligations: this deed constitutes its legal, valid and binding $(d)$ obligations and is enforceable in accordance with its terms;
• transactions permitted: the execution, delivery and performance by it of $(e)$ this deed does not and will not violate any law, regulation, authorisation, ruling, consent, judgment, order or decree of a governmental agency, its constitution or other constituent documents, or an Encumbrance or document which is binding on it or on its assets:
• allotment of Shares: except for the consents set out in clause 3.1(b) and (f) clause $3.1(c)$ , it has full power and authority and has obtained all third party consents necessary to issue and allot the Subscription Shares;
• ranking: the Subscription Shares will rank pari passu with all other $(\mathbf{r})$ Shares then on issue;
• continuous disclosure: the Company has complied with its continuous $(h)$ disclosure obligations under the Corporations Act, including, without limitation, information required to be disclosed to the market under section 713(5) and will comply with the Class Order in giving the Reliance Notice under clause 2.4.
• issue: the issue of the Subscription Shares under clause 2.1(b) will: $(i)$
• comply with all applicable laws, including, without limitation, the $(1)$ Corporations Act as varied by any modification of, or exemption from the law given by ASIC under section 741 of the Corporations Act including the Class Order,
• comply with the Listing Rules; and $(2)$
• not be in breach of the constitution of the Company, $(3)$
• characteristics: at the time of their issue, the Subscription Shares will G) have the characteristics enumerated in category 1 of schedule C to the Class Order:
• publicity: at the time of publication, any announcements, advertisements $\bf{d}$ and publicity, made or published by or on its behalf in relation to the subscription contemplated by this deed will:
• not be misleading or deceptive or be likely to mislead or deceive; $(1)$ and
• comply with all applicable laws; and $(2)$
• information. ወ

• all information provided to RCFII or its advisers in relation to the $(1)$ the Transaction Parties was, or will be when provided in material form, true, complete and accurate in all material respects; and

• the Company has disclosed to RCFII and the market in writing all $(2)$ information known as at the date of this deed material to the making of an informed investment decision to subscribe for the Subscription Shares;

• no litigation; there is no material litigation, arbitration, dispute or $\textbf{(m)}$ administrative proceeding has been commenced, is pending or to the knowledge of the Transaction Parties is threatened against any Transaction Party.
• solvency: no Insolvency Event has occurred; $(n)$
• compliance with laws: each Transaction Party is in material compliance $\circ$ with all applicable laws and exchange regulations and has maintained its corporate existence in good standing;
• material agreements: no Transaction Party has defaulted under, or $(p)$ agreed to any material changes in, any agreements having a duration of more than one year or calling for payment of sums by any party under an agreement in excess of A\$100,000 (Material Agreement) or entered into any additional Material Contracts since the date of the Subscription Agreement, in either case except as consented to by RCFII:
• company structure: it has not, since the date of this deed, made any $(a)$ changes in its capital structure and has not increed or amalgamated with any other entity (or taken any steps to do so), sold or otherwise disposed of any material assets to any other entity or person, or guaranteed the payment or performance by any other entity or person of such person's or entity's obligations and shall not have issued any shares of its common stock between the date of this deed and the Subscription Date at an aggregate price (including appropriate valuation of warrants, options or any other rights issued in conjunction therewith) of less than A\$0.08 per share;
• financial accomunodation: it has not made provided, or agreed to $(\mathbf{r})$ provide, any loans or other financial accommodation or forgiven (in whole or in part) any material indebtedness and has not paid any dividends to shareholders since the date of this deed; and
• no encumbrances: each Transaction Party has not granted any $\left( \cdot \right)$ Encumbrance over any of its assets without the prior written consent of RCFII (in its absolute discretion).
• Survival of representations and warranties 6.2

The representations and warranties given in clause 6.1:

• survive the execution of this deed; and $(a)$
• are regarded as repeated on the Subscription Date and the date of issue of ው) the Subscription Shares under clause 4.1(b) with respect to the facts and circumstances then subsisting.

and continue for so long as is necessary to give full effect to them.

Reliance 63

Each Transaction Party acknowledges that RCFII is entering into the agreement in reliance on the representations and warranties in this clause 6.

indemnity 7

7.1 Indemnity

Subject to clause 7.2, each Transaction Party agrees to indemnify and keep indemnified RCFII and its officers, employees and advisers (each an Indemnified Party and collectively the Indemnified Parties) from and against all liabilities. losses, damages, costs or expenses (including reasonable legal costs on a full indemnity basis) directly or indirectly (but excluding loss of profit) incurred or suffered by an Indemnified Party arising out of:

• $(a)$ breach: a Transaction Party failing to perform or observe any of its obligations under this document or any other obligations binding on it.
• misrepresentation. any representation or warranty made or given or $(b)$ taken by clause 6.1 to have been made or given by a Transaction Party under this deed proving to have been untrue or incorrect:
• authorised publications: any amouncement, advertisement, or publicity $(c)$ made or distributed by or on behalf of any Indemnified Party in relation to the Subscription with the written approval of the Company (which must not be unreasonably withheld); and
• generally: any act or omission on the part of a Transaction Party which (d) gives rise to any claim that an Indemnified Party has any liability under the Corporations Act (including, but not limited to, sections 111AU, 1041E and 1041I) or any other law (including, but not limited to, Part V of the Trade Practices Act 1974 (Cth) or any similar legislation applying in any State or Territory) in relation to the subscription under this deed.

Each of the paragraphs of this clause 7.1 will be construed independently and no paragraph will be limited by implications arising from any other paragraph.

7.2 Extent of Indemnity

The indemnity in clause 7.1 will not apply in respect of any liability, loss, damage, cost or expense (Liability) suffered or incurred by RCFII or any other Indemnified Party to the extent that the Liability is suffered or incurred as a consequence of:

• the default, fraud or gross negligence of that Indemnified Party; and $\Omega$
• any breach of this deed by RCFII or the Indemnified Party. ው)

Duties, costs and expenses

The Company will pay.

Subscription Agreement Doc 1d 7543

• any stamp duty in respect of this deed, and any agreement or document $\left( \mathbf{a} \right)$ entered into or signed under this deed; and
• all costs and expense for the negotiation, preparation, execution, delivery, $(b)$ stamping, registration, completion and variation of this decd (including obtaining all shareholder and regulatory approvals referred to in clause 3.1).

General

Public announcements $9.1$

Subject to the Listing Rules, no Transaction Party may issue any public announcements concerning the transactions contemplated by this deed unless and until it has given RCFII reasonable opportunity to review and comment on any proposed announcement and each Transaction Party covenants with RCFII that it will act in good faith to incorporate any comments provided by RCFII on a proposed announcement.

Notices $9.2$

• Any notice or other communication including, but not limited to, any $\left( \alpha \right)$ request, demand, consent or approval, to or by a party to this deed:
• most be in legible writing and in English addressed as shown $(1)$ helow:
  • if to a Transaction Party: $(A)$

Address:	Level 2
	16 Ord Street
	Perth, Western Australia
Attention:	Managing Director
Facsimile:	+61 8 9226 1853;

if to RCFII: $(B)$

1400 Sixteenth Street - Suite 200 Address: Denver, Colorado, USA 80202

Managing Director Attention:

+1 720 946 1450, Facsimile:

or as specified to the sender by any party by notice;

• where the sender is a company, must be signed by an officer or $(2)$ under the common seal of the sender;
• is regarded as being given by the sender and received by the $(3)$ addressee:
• if by delivery in person, when delivered to the addressee; $(A)$
• if by post, 3 Trading Days (if posted in Australia) and 10 $(B)$ Trading Days (if posted outside Australia) from and including the date of postage to the addressee; or

$\langle C \rangle$ if by facsimile transmission, whether or not legibly received, when transmitted to the addressee,

but if the delivery or receipt is on a day which is not a Trading Day or is after 4.00 pm (addressee's time) it is regarded as received at 9.00 am on the following Trading Day; and

• $(4)$ can be relied upon by the addressee and the addressee is not liable to any other person for any consequences of that reliance if the addressee believes it to be genuine, correct and authorised by the sender.
• A facsimile transmission is regarded as legible unless the addressee $(b)$ telephones the sender within 2 hours after the transmission is received or regarded as received under clause 9.1(a)(3) and informs the sender that it is not legible.
• In this clause 9.1 a reference to an addressee includes a reference to an $\mathbf{(c)}$ addressee's officers, agents or employee
• Governing law and jurisdiction 9.3
• This deed is governed by the laws of Western Australia. $(a)$
• Each Party irrevocably submits to the non-exclusive jurisdiction of the $(b)$ courts of Western Australia.
• Prohibition and enforceability $9.4$
• Any provision of, or the application of any provision of this deed which (a) is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.
• Any provision of, or the application of any provision of, this deed which $(b)$ is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.

Variation 9,5

Variation of any term of this deed must be in writing and signed by the Parties.

• Walvers 9.6
• Waiver of any right, power, authority discretion or remedy arising upon $\left( \mathbf{a} \right)$ default under this deed must be in writing and signed by the Party eranting the waiver.
• A failure or delay in exercise, or partial exercise, of a right, power, $(b)$ authority, discretion or remedy created or ansing upon default under this deed, does not result in a waiver of that right.

• A Party is not entitled to rely on a delay in the exercise or non-exercise of $(c)$ a right, power, authority, discretion or remedy arising from a breach of this deed or on a default under this deed as constituting a waiver of that right, power, authority, discretion or remedy.

• A Party may not rely on any conduct of another Party as a defence to $\omega$ exercise of a right, power, authority, discretion or remedy by that other Party.

• This clause may not itself be waived except by writing. $(e)$

Further assurance $9.7$

Each Party must do all things and execute all further documents necessary to give full effect to each of the transactions contemplated in this deed.

Assignment 9.8

No Transaction Party may assign any of its rights or obligations under this deed.

SCHEDULE 1 - RELIANCE NOTICE

	---
Name of Issuer:	ST BARBARA MINES LIMITED
AEN. .	36 009 165 066. .	--

The Issuer named above notifies ASX (as the operator of the prescribed financial market on which the securities identified below are or are to be quoted) that for the purposes of item 5 of Category 1 of ASIC Class Order 02/1180, there is no information to disclose to ASX of the kind that would be required to be disclosed under subsection 713(5) of the Corporations Act 2001 (Cth) if a prospectus were to be issued in reliance on section 713 of the Corporations Act 2001 (Cth) in relation to an offer of the securities described below other than the information set out in this notice.

DETAILS OF THE ISSUE OR OFFER OF SECURITIES
Class of Securities:	Ordinary Shares
ASX Code of the Securities:	SBM
Date of the issue or expected issue of the securities:	24 November 2003
Total number of securities issued or expected to be issued:	95,589,041

Signed for and on behalf of the Issuer:

ALAN RULE

Company Secretary

24 November 2003

SCHEDULE 2 - DIRECTOR CERTIFICATE

To:

Resource Capital Fund II L.P. Suite 200 1400 Sixteenth Street Denver, Colorado United States of America $(RCFID)$

Reference is made to the subscription agreement dated [30 November 2003] (Subscription Agreement) between St Barbara Mines Limited (Company), Silkwest Holdings Pty Ltd, St Barbara Pastoral Co Pty Ltd and RCFIL

This certificate is made under clause $3.1(e)$ of the Subscription Agreement. Terms defined in the Subscription Agreement bear those defined meanings.

Each director executing this certificate certifies to RCFII that at the Subscription Date each of the representations and warranties in clause 7.1 of the Subscription Agreement are true and correct.

Date:

24 November 2003

Signed by the directors:

Signed:

Name (piease print):

Signed:

Name (please print):

paga 19 Firel

EXECUTED AS A DEED

The common seal of St Barbara Mines Limited is affixed to this document in the presence of:

Secretary/Director

PILLE

Name (please print)

The common seal of Silkwest Holdings Pty Ltd is affixed to this document in the presence of

Secretary/Director

1 Iuit

Name (please print)

The common seal by St Barbara Pastoral Co. Pty Ltd is affixed to this document in the presence of:

Secretary/Director

Name (please print)

ς., Stephen W Miller Name (please print) SILICMEST HOLDINGS PTY LTD A.C.N. 057 654 205 COMMON SEAL Stephen W. Miller Name (please print) ST. BARBARA PASTORAL CO. סדט לדף C.N. 027 718 312 COMMON SEA tephen W. Miller Name (please print)

Subscription Agreement

page 16 Flaal

$\frac{1}{2}$ $\mathcal{P}$

Signed for and on behalf of Resource Capital Fund it L.P.
by its duly authorised attorney
in the presence of:

Winess

PATRICIA CHAPMA

Name (please print)

Attorney

MASON HILLS Province & Solicitor

Name (please print)

Subscription Agreement

page 17
Final