ST BARBARA LIMITED — Major Shareholding Notification 2004

Oct 6, 2004

ST BARBARA MINES LIMITED

ACN 009 165 066

ASX SHAREHOLDERS REPORT

Enquiries regarding this report may be directed to:

Eduard Eshuys

Managing Director Telephone $(08)$ 9476 5555 Overseas +61 8 9476 5555

St Barbara Mines Limited ACN 009 165 066 Level 2, 16 Ord Street West Perth Western Australia 6005 Telephone (08) 9476 5555 Overseas +61 8 9476 5555

Notice of Change of Interest of Substantial Holder

Attached is the relevant Form 604 regarding St Barbara Mines Limited's holding in NuStar Mining Corporation Limited.

Lee Boyd Company Secretary

7 October 2004

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	NuStar Mining Corporation Limited (NuStar)
ACN/ARSN	060 156 452
Details of substantial holder (1) 1. Name ACN (if applicable)	St Barbara Mines Limited 009 165 066
There was a change in the interests of the substantial holder on	30/09/2004
The previous notice was given to the company ٥n	20/04/2001
The previous notice was dated	20/04/2001

$2.$ 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 a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Ordinary Fully Paid	190,719,338	84.4%	442,719,338	44.72%

Changes in relevant interests 3.

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 a substantial holding notice to the company or scheme are as follows:

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 votes affected
23/12/2003	St Barbara Mines Limited	Conversion of debt to equity and issue of shares by NuStar approved by shareholders for all relevant purposes (including ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act) on 12 December 2003.	\$17,600,000	352,000,000	St Barbara Mines Limited
30/09/2004	St Barbara Mines Limited	On-market and off-market disposals as detailed in Annexure A.	\$4,000,000	100,000,000	St Barbara Mines Limited

4. Present relevant interests

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

Holder of relevant interest	Registered holder of securíties	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
St Barbara Mines Limited	St Barbara Mines Limited	St Barbara Mines Limited	Beneficial Owner	442.719,338 Full Paid Ordinary Shares	St Barbara Mines Limited

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:

: and ACN , applicable) Name H	√atur ) of association
Nol - mm t une .av

6. Addresses

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

Name	Address
Limited l St Barbara Mines I	Level 2, 16 Ord Street, West Perth WA 6005

Signature
	print name:	Lee Boyd	Capacity: Secretary
	sign here
			date 07 / 10 / 2004
			DIRECTIONS
(1)	form.		If there are a number of substantial holders with similar or related refevant interests (eq. 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 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
(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 671B(7) of the Corporations Act 2001.
(4)		The voting shares of a company constitute one class unless divided into separate classes.
(5)		The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
(6)	Include details of: (a)		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 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
	(b)		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 qualification applies).
		See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(7)	the relevant interest was acquired.		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 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
(8)			If the substantial holder is unable to determine the identity of the person (eq. if the relevant interest arises because of an option) write "unknown".
(9)			Give details, if appropriate, of the present association and any change in that association since the fast substantial holding notice.

Annexure "A" to Form 603

This annexure "A" of 1 page referred to in Form 604 – Notice of change of interests of substantial holder and signed
by St Barbara Mines Limited (ACN 009 165 066) and dated 7 October 2004.

Date of Disposal	Class of Securities	Number of Securities	Total Consideration
30/09/2004	Fully Paid Ordinary Shares	99,800,000	3.992.000
30/09/2004	Fully Paid Ordinary Shares	200,000	8.000
Totals		100,000,000	\$4,000,000

07/10/2004

Date

Lee Boyd Secretary St Barbara Mines Limited