ST BARBARA LIMITED — Major Shareholding Notification 2003

Jun 29, 2003

Arnold Bloch Leibler

Lawyers and Advisers

Facsimile Company

Announcements Office

Alan Rule and Derrick Humphry-Company Secretary

ġ.

David Clarke

27 June 2003

St. Barbara Limited A.C.N 165 066

RAB Europe Fund Limited

substantial holder

Form 603 - Notice of initial

ASX

Fax No. (08) 9476 5500 Mines 009

Cortact
David Clarke St. Barbara Mines Limited, A.C.N. 009 165 066

Direct 61 3 9229 9642 Mobile: 0419 393 472 Facsimile (03) 9916 9311 dclarke@abi.com.au

Pariner Michael Dodge
Direct 61_3 9229 9649 mdodge@abl.com.au

Total pages Urgent

Erom

Date

Subject

Please find attached Form 603 in respect of Section 671B of the Corporations Act 2001, together with a certified copy of the placement agreement executed by St. Barabra Mines Limited.

Please note St. Barbara Mines Limited will also be lodging the attached form and agreement electronically to the ASX Company Announcements Office.

Yours faithfully Arnold Bloch Leibler

::CDMANPODOCSABL\226394\1

David Clarke Sollcitor

File No. 011290697

Fax No. 1900 999 279

2003 MELBOURNE

SYDNEY

If you do not receive this messige in ful, please notify by: telephoning 61 3 9229 9999. This facsimile contains privi aged and confidential information Intended only for the addressee.

It vou are not the addressee or the person responsible for delvering it to the addresses, you may not copy or celiver this facsinile to anyone

else or use or disseminate any of the information contemed in this facsimie.

If you receive this lacsimile by mistake, please notty us Immodiately by telephone and return the original

facsinile and all copies thereof to us by post We will reimburse any reasonable costs you incur in notiving us and

in returning the facsimile to us. Thankyou

Tour 21 333 Collins Street Malbourne
Vicioria 3000

Australia DX38455 Melbourne www.ebLoo.n.au

Tolechone 613 9229 9999

Facsimile 61392299900

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		$\Gamma$ corn 603
		Corporations Act 2001
		Section 671B
		Notice of initial substantial holder
To:	Company Name/Scheme	St. BARBARA MINES LIMITED
ACN/ARNN	009 165 066
	Details of substantial holder (1)
L. Nanc	RAB Europe Fund Limited
ACNIARSN (il applicable)
The holder became a substantial nolder on	25 / 06 / 2003
製	Details of voting power
	The total number of votes attached to all the compeniess in the company or voting interests in the scheme that the substantial holder or an associate of tad a relevant interest 34 in on the decy the substantial fielder became a substantial holder use as follows:
	Class of securities (a)	Number of steamties	Persons votes est	Votlag power (4)
	Ordinary	505,553,303	45,000,000	89
	3. The pattice of the relevent interest the substantial holder or an associate had in the following witing securities on the date the substantial holder became a
substantial holder are as follows:
	Holder of relevant interest	Nature of relevant interest er		Class and number of recurrices
	RAB Furope Fund Linited WPS Richards	Pursunnt to market mode Pursuant to market trade		11,500,000 Ordinary Shares \$00,000 Ordinary Shares
	M Alen-Buckley RAB Europe Puna Limited	Pursuant to market trade Pursuant to market trade.		500,000 Ordinary Shures 2.500,000 Ordinary Shares
	RAB Europe Fund Limited	Pursualit in private niacement Pursuant to private placement.		28,000,000 Ordinary Shares 1.900,000 Ord nary Shores
	WPS Richards M Alon-Buck cy	Pursuant to private placement		1,000,000 Ordinary Shares
	Details of present registered holders
	The persons registered as holders of the securities referred to in paragraph 3 above are as follows: Holder of relevant interest	Registered bolder of	Person cattled to be	Class सार्व	int. number

Holder of relevant interest	Registered holder of Securities	Person entitled ŤΓ. -be. registered as holder in	Class and ातः number. securities
RAB Europe Fund Limited	Clustodian Westone Noninces Limited	Fund Europe ገየለገን Limited	Ordinary 11.500,000 Shares
WPS Richards	Nominees C tirono Pry Limited	WPS Richards	500,000 Ordinary Shares
M Alm-Buckley	M Alen-Buckley	MAJon-Buck.cy	500.000 Ordinary Shures
RAB Furone Fund Limited	Custodiun Westpac Nominees Limited	Wund RAIS Furnie Limited	Ordinary 2.500.000 Shurs
RAB Europe Fund Limited	Custodian Westrad Nominees Limited	Pund. – Eurone RAB. Limited	Ordinary 28.000.000 Shares
WPS Richards	Nominees National Limited	WPS Richards	Cridinary 1.000.000 Shares.
M Alen-Buckley	Hank Houres Nominces Limited A/C U5630	M Alsn-Buckley	Ordinary 1.000:000 Shutes

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Consideration

14:56

26-JUN-2003

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The consideration paid for each relevant interest referred to in paragraph 3 above and anguited in the fisir months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of televant interest	Date of sequisition	Consideration (3)		$\alpha$ . U 1 PLUTTING! und scolarities
		Cash	Non-cash
RAB Eurone Pand Limited	23 Јап 2003	1,265,000		Ordinary 11.500.000 Shares
WPS Richards	24 Jan 2003	55,000		500,000 Ordinary Shares
M Alen-Bluckley	24 Jan 2003	-55.000		500.000 Ordinary Shares
RAB Europe Fund Limited	24 Jan 2003	275,000		2.503.000 Ordinary Shares
RAB Hurope Fund Limited	25 June 2003	933.801		28.000.000 Ordinary Shatex
WPS Richards	25 June 2003	33.350		Ordinary 1.000.000 Shan's
M-Alon-Huckley	25 June 2003	33.350		Ordinary LOCALCOO Shares

Associates 6.

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Nature of association 1 Name and ACN/ARSN (if applicable).
I Director of RAIS Europe Fund Limited
William Philip Seymour Richards
Director of a related bady corporate
Michael Alen-Buckley

Addresses 7.

The addresses of persons raised in this form are as follows:

"I Adam Street
C-RAB Canital Ltd
Allention: Joseph Invarial/Neil Warrender London J.K. WC2N 6LE

Signature

$(1)$

$(4)$

poter name WILLIAM PHILIP SEYMOUR RICHARDS capacity DIRECTOR/SECRETARY

25/06/2003

Page 2

PERMIT

sign here

DIRECTIONS

If there are a autobor of substantial folders with similar or related relevant interests (eg a corporation and its related corporations, or the histoger and
trustee of an equity trust), the names could be included in an a

See the cefinitions of "associate" in section 9 of the Corporations Act 2001. $\left( 2\right)$

See the definition of "relevant interest" in sections 608 to 671B(7) of the Corporations Act 2001. $(3)$

The voring strates of a company consistence one class unless divided into separate classes

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26-JUN-2003		-14556	FROM	RAB CAPITAL LID		0 90061399169358
$(5)$ .		hus a relovant inderest in:						The total number of votes attached to all the voting thenes is the currenty of voling salerests in the scheme (if any) that the person or an associate
-66				The person's votes divided by the total votes in the holy corporate or scheme multiplied by 100.
3		Include details of:
	(1)							any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 621E64) applies, a cony of any document sotting out the terms of any relevant agreement, and a tracentacity the person giving full and accurate dotails of new cantract scheme or arrangement, must accompany this form, registher with a watten statement cortifying this contract, scheme or arrangement; and
	$(0)$ .			the securities to which the relevant interest relates (inflicting clearly the particular securities to which the qualification applies).				any qualification of the power of a person its exercise, control the exercise of or influence the exercise of, the voting powers of disposal of
				See the definition of "relevant agreement" in section Pof the Corporations Act 2001.
(3)				If the cubatential hidder is unable to determine the identity of the preson (eg. if the referent interest areas because of on option) write "unknown".
(9)				they are not paid directly to the person from whom the relevant intenst was acquired.				Details of the consideration must include any and all benefits, money and other, that any person hum whem a relevant interest was adquired hu, or nay, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be industed of any hearth nail on height of the substantial holder or its associate in relation to the acquisitions, even if

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92061399169311 P. 22/06 RAB CAPITAL LTD 27-JUN-2023 09:26 FROM TÒ. $2.772$ 90061052261053 RAB CAPTTAL LTD 24-JUN-2003 11:54 FROM

ST BARBARA MINES LIMITED

Arms: Stephen Miller EAX: +61 8 9226 1853

24 June 2003

Joseph Jayaru RAE Capital Ltd 1 Adam Street Toridon WC2N 6LE

Dear Joseph

We hereby continue that St Barbara Mines Limited ("St Barbara") will make a placement of 15,010,000 fully gald ordinary shares to the RAB Europe Fund I of and Philip Richards and Nichoel Alert-Buckle ('Investors'') at 6.67 cents per share resulting in the total placement proceeds payable to St Besivary of AS1,000,500 ("Subscription Price"). The placement will be made on the series day the Investors pay the Subscription Price to St Barbara.

millar

Contemporaneously with the above placement and allotment, we will arrange for the transfer of a further 15,000,000 existing fully paid ordinary shares in St Barbara to the Investors for no consideration.

In total the investors will receive 30,000,000 fully paid ordinary shares in St Barbara ("Investor Securities").

Can you please confirm, that you wish all of the shows shares to be registered in the name of Citicorp Nominees Pty Ltd of Level 15, 120 Collins Street, Melbourne, Victoria, Australia.

Schedule 1 and 2 stached hereto furm ped of the terms and conditions of the Investors receiving the threetor Securities.

The St Barbara bank account details for the transfer of the funds is as follows:

Commonwealth Bank of Australia Bank name 150 St Georges Terrace Perth East Address 066-000 ESB namber 1053 7660 GIBA AUZS Swift Code

$^9$ The common scal of St Barbara Mines Jo is affixed to the f interin the prese

A/C No

Miller - Director

ST NARSAWA PANIM LIMITED ACH DON 165 080 LINE A. 16 ONE STREET, WEST PERSON PO BOX HOI, WEST PERTH, WESTERN AUTOMER 6892. Talentais As & says son Framile Al & 9775 spoo Ejenit mychosthorbarn.co

6 a face

Alan Raile - Company Secretary

I healing artily that this copy

EPP SAYARAS

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FROM

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$2003$

92261399169311

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SCREDULU¹

SURSCRIPTION

$11$

$12$

$1.3$

$2.1 -$

$2.2$

$2.4$

垫。

On the Subscription Date, the following events will occur in the order following:

• the Investors will pay to the Company the Subscription Price;
• the Company will issue to the investors the investor Securities free from Encombrances and deliver the CHESS holding statement in respect of the Investor Securities to the Investors, and
• the Company will register the Investors in the Register of Members in respect of the Investor Securities and provide the Investors with a certified true copy of those realstrations.

REPRESENTATIONS AND WARRANTIES

RAB CAPITAL LTD

Warranties

The Company represents and warrants in favour of the Investors that:

• 2.1.1 as at the date of this Agreement, and
• separately immediately prior to the Investor Securities being issued, $2.1.2$

each of the Warrantles is true and correct and not misleading by omission of information or otherwise.

Interpretation of Warranties

Each Warranty will be freated as a separate warranty in respect of each. statement contained in it and the interpretation of any such statement will not be restricted by reference to or inference from any other statement contained in this Agreement.

$2.3$ Indemnity

The Company indemnifies and agrees to keep the investors indemnified from and against all autions, claims, demands, losses, damages, proceedings, costs, charges and expenses (ricluding but not limited to any diminution in the value of the Investor Scourities held by the Investors) which may be incurred or suffered by the investors as a result of any breach of any Warranty.

Survival of Warranties

Each Warranty:

will survive the execution, delivery and completion of this Agreement, $2.4.1$ and

29:26

$2.5$

FROM

JUN-2003

RAB CAPITAL LTD

92061399169311

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P. 04/06

$242$ is given with the intent that liability is not confined to breaches discovered prior to the date of this Agreement or prior to the Subscription Date.

Survival of Indemnities

Each indemnity in this Agreement will:

• $2.5.1$ be a continuing obligation.
• $2.5.2$ constitute a separate and independent obligation of the party giving the indemnity from its other obligations under this Agreement; and
• $2.5.3$ survive completion and termination of this Agreement.

SCHEDULE 2

Warranties

COMPANY'S SHARES 1.

$1.3$

$21$

$2.2$

$3.1$

2,

3.

• $14$ The Investor Securities are free from any Encumbrances.
• The Investor Securities are fully paid and rank cqually in all respects with the $12$ issued Ordinary Shares.
• The Company has obtained all necessary approvals and consents from its Directors and shareholders for the issue of the Investor Securities.

ACCURACY AND ADEQUACY OF INFORMATION

• All information and documents provided, disclosures, representations and statements made by or on behalf of the Company or its officers, employees, agents, accountants and solicitors relating to the affairs, accounts or assets of the Company or concerning the subscription for Investor Scourines under this Agreement are accurate and comprehensive in all material respects and there are no material omissions.
• All information relating to the Company which the Company knows or should reasonably know and which is material to be known by the investors as prudent investors in the Company and for the purposes of proper and complete legal financial due diligence have been disclosed to the Investors, their agents and advisors prior to the date of this Agreement.
• All information relating to the Company and the Investor Securities which have $2.3₁$ been provided to the Investors has been disclosed by the Company pursuant to its obligations of continuous disclosure under Rule 3.1 of the ASX Listing Rules.

CORPORATE ACTION AND COMPLIANCE WITH LAWS

The Company is a company duly incorporated and validly existing under the Corporations Act.

90061399169311

ŤП

P. REVOL

FROM RAB OPPITAL LTD 27-JUN-2003 09:27

$3.2$

$3.4$

$3.5 -$

$3.6$

37

$3.8$

The Company has the legal right and power to enter into this Agreement and to issue and allot the Investor Securities to the Investor on and subject to the terms of this Agreement.

$3.3$ The execution, delivery and performance of this Agreement by the Company has been duly and validly authorised by all necessary corporate action on its part.

This agreement is a valid and binding agreement on the Company, enforceable in accordance with its terms.

The execution and performance of this Agreement by the Company and the other transactions contemplated by this Agreement does not violate or conflict with or result in a breach of or constitute a default under its Constitution or any agreement binding on it.

The execution and performance of this Agreement by the Company does not violate or breach any existing law including but not limited to the provisions of the Corporations Act and the ASX Listing Rules.

Otherwise as disclosed pursuant to Clause 2.3 hereof, no litigation, arbitration, criminal or administrative proceedings are current, pending or (to its knowledge) threatened which if adversely determined would have a material adverse effect on the Company or the value of the Investor Securities.

The Company has not been placed under administration, gone into liquidation or entered into a compromise or arrangement with any of its creditors pursuant to the Corporations Act or called any meeting or passed any resolution in connection with the Company being placed under administration, going into liquidation or entering lato a compromise or arrangement with any of its creditors or had a controller appointed.

$3.9$

No application for the winding up of the Company has been presented and there are no writs of execution, unsatisfied judgments or unsatisfied orders in existence against the Company, nor has a receiver been appointed of the whole or any part of the undertaking or the assets of the Company.

SCHEDULE 3

Definitions

In this Agreement, unless the subject or the context otherwise requires:

"Agreement" means this Agreement entered into between the Company and the Investory

"ASX" means Australian Stock Exchange Limited;

90061399169311

98261892261853

p.9

P.06/06

MARINE

TOTAL P.02 TOTAL P.06

FROM RAB CAPITAL LID 27-JUN-2003 0S:27 FROM RAB OFFITA LTD 24-1 N-2003 11:55

"ASX Listing Rules" means those rules administered by the ASX governing the procedures and behaviour of all ASX listed corroance.

"CHESS" means ASX's Clearing Rouse Electronic Sub-Register System which provides the central register for electronic transfer of share ownerships

"Company" means St. Barbara Mines Limited (ACN 009 165 060);

"Carporations Act" means the Corporations Act 2001,

"Director" means a director of the Company,

"Encumbrance" means an interest or power reserved in or over any interest in any asset or created or otherwise arising in or over any interest in any asset under a bill of sale, mortgage, charge, lion, pledge, option, truster power by way of security for the payment of a debt, any other peennlary obligation or the performance of any obligation and any other cusumbrance or security interest whatsoever:

'Investors' means RAB Europe Fund Ltd and William Phili Saymour Richards; and Michael Alen-Buckley

"Investor Securities" means the Shares to be issued by the Company to the Investor pursuant to this Agreement;

"Ordinary Skares" means the ordinary shares of the Company having the rights ascribed to them by the Constitution;

"Register of Members" means the register of members of a company to be maintained in accordance with s.169 of the Corporations Act;

"Share" means a share in the capital of the Company.

"Subscription Date" moand 25 June 2003;

"Subscription Price" means ASI,000,500; and

*Warranties' means the warranties set out in Schedule 2.