ST BARBARA LIMITED — Major Shareholding Notification 2004

Dec 2, 2004

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lan Burvill

3 December 2004

fax: 08 9481-1099

R.Kennedy & L Boyd,

St Barbara Mines Limited

3

RESOURCE CAPITAL FUNDS

ASX Company

Announcements

1900999279

SBM Notice - Form 604

ASX

Resource Capital Funds Management Pty Ltd ABN 25 098 091 715

Ground Floor 76 Kings Park Road West Perth WA 6005 Australia

Postal Address: PO Box 524 West Perth WA 6872 Australia

Telephone: (08) 9485 2770 Facsimile: (08) 9485 2779 Email: rcf@rcfm.com.au www.resourcecapitalfunds.com

$\Box$ URGENT $\Box$ FOR REVIEW $\square$ PLEASE REPLY $\square$ PLEASE COMMENT $\square$ PLEASE RECYCLE

Please find attached Form 604 from Resource Capital Fund II L.P. in relation to its shareholding in St Barbara Mines Limited.

reducel

lan Burvill

1

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	St Barbara Mines Limited
ACN/ARSN	ACN 009 165 066
1.Details of substantial holder (1)NameACN (if applicable)	Resource Capital Fund II LP
There was a change in the interests of thesubstantial holder on	01/12/2004
The previous notice was given to the company on	27/07/2004
The previous notice was dated	27/07/2004

$2.$ Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interest in the scheme that the substantial holder or an associate (2) had arelevant Interest (3) in when last required, and when now re

$\sqrt{\text{Class of securities (4)}}$	Previous notice		Present notice
	Person's votes	Voting power (5)	Parson's votes	Voting power (5)
Ordinary	156,333,470	21.86%	177,887,642	24.14% (Note: Based onIssued capital of736,825,329 ordinaryshares)

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 thesubstantial holder was last required to give

Date of change	Person whose relevantinterest chanced	I Nature of change (6)	Consideration given inrelation to change (7)	. Class and number ofsecurities affected	Person's votesaffected
02/12/04	Resource CapitalFund II LP	Conversion of a cashadvance to equity	$1,200,000	21,554,172 fullpaid ordinaryshares	177,887,642

4. Present relevant interests

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

Holder ofrelevantinterest	Registered holder ofsecurities	Person entitled tobe registered asholder (8)	Nature ofrelevantinterest $(6)$	Class andnumber of securities	Person's votes
ResourceCapitalFund II LP	Resource CapitalFund II LP	ResourceCapital Fund IIJP.	Owner	177,887,642 fullypaid ordinaryshares	177,887,642

5. Changes in association

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 scheme are as follows:

Name and ACN (if applicable)	Nature of association

Addresses 6.

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

Name	Address
, Resource Capital Fund II LP $,$	1400 Sixteenth Street, Suite 200Denver CO 80202USA

وعلمومين فالمصاحب والمواكلSignature
print name	lan Burvill	capacity authorised representative
sign here	IlBurn	date 03/12/2004

DIRECTIONS

• 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 $(1)$ trust), the names could be included in an annexure to the form. If the relevant interests of a group of parsons are essentially similar, they may be referred to throughout 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 6 of the form.
• $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• $(6)$ Include details of
  • any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document $(a)$ setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying 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 $(b)$ the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

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 $(7)$ to receive in relation to that acquisition. Details must be included even if the banefit is conditional on the happening or not of a contingency. Details must be included of any benefit 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 identity of the person (eg. If the relevant interest arises because of an option) write "unknown". $\left( 0\right)$
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$