ST BARBARA LIMITED — Major Shareholding Notification 2004

Aug 25, 2004

ST BARBARA MINES LIMITED

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 interests of substantial shareholder

Attached is a form 604 - notice of change of interests of substantial shareholder - as received by Ocean Resource Capital Holdings plc.

Lee Boyd Company Secretary

26 August 2004

601 PASH 1/2 15 July 2001 $\frac{1}{2}$

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Corporations Act 2001 Section 0718

Notice of change of interests of substantial holder

In Company Marie/Scheme	ST BARBARA MINES LIMITED
ACN/ARSN	ACN 009 165 166
1. Datatle of substantial holder(?)
NamoACNIARSN (If opplicable)	OCEAN RESOURCE CAPITAL HOLDINGS PLC$\mathbf{M}_{\mathbf{A}}$
There was a change in the interests of thesubstantial holder on	16,07,04 & 19/07/04
The provious notice was given to the company onThe previous notice was detect
.

1. Previous and presers voting pawor

The total number of votes atteched to gli the voting shares in the magnitude of the modern interest and allow and interest of the modern modern interest $\left[3\right]$ In when last required, and when movies the glim a substant

Character and printers [4]	Previous matics	Present nodes
See Annexure A	COOK SYGRESVostra postage (5)	Person's votes.Vollmi privat (5)

9. Chairges in relevant interests

Particulars of each mange in, or change in the news of, a relevant interest of the substantial holder or an exactiate in voting securities of the company or scheme, since thesubstantial holder was less required to give a

Onte of中断座	Patkon whoserelavant interentchanged	Nature ofchange (6)	Considerationgiven in relationto change (7)	Class andnumber ofSecurities	Person's votes4ffected
See Anneture A				. All 05, kg

4. Present relavant interests

Particulars of each Milevent interest of the zubstantial holder in voting securities after (he change are as follows;

Holder of顶端装饰hurrent	Rogininadhalder orFREUTRING	Potson entitledto be registeredan holder 能	Mutura ofTaisvantinversal (6)	Class andnumber ofsecurities	Parson's voiss
Sca Annexure A

6. Changes in assembation

The persons who have became excedises (2) of consed to be associated. or have changed the ration of their besoclosion (3) with the substantial holder in relation to voting interests in the company or scheme are as follows:

--------------------------------------___Name and AGN/ARSN at aatorikation'.	.Natural of association_______________________________________
w.	_______________---------------------$\overline{\phantom{a}}$
_______-----	---------------------------------------------

8. Addresses

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

Nome	ANIAR---------------
OceanResource	House.10/12 Little TrinityOceanLane.
Capital Holdings plc	United KingdomLondon.

Signature

• If there are a miner of substantial holders with similar or minited mineral interests (eg. a communion and its related corporations, or the manager and Vustee of An $\eta$ equity man, the hames could be lectured in the memoral of the relevant interests of a group of persons are expectatily similar, they may be referred to expect the fact the heat of the expectation of the bare of the three c
• Ø See the definition of "esseciate" in section is of the Corporations Act 2001.
• 蘭 Son the definition of 'relevors inserest' in sections 508 and 671807 of the Corporations Act 2001,
• The voting shares of a company constitute one class utiless divided into separate classes. 柳
• 椭 The person's votes divided by the total votas in the body corporate or scheme multiplied by 100.
• 鵏 include details of:
  • (d eny relevant spreement of setter circumstances because of which the change in relevant interest contract. If subsection 671B(4) applies, a copy of any document satting cut the terms of any national agreement and a material in contract course. It sussecues a rism applies, a copy of andocument satting cut the terms of any national agreement and a material in the parkon gi
  • ary qualification of the power of a person to exercise, control the exercise of, or influence the overlea of, the veting powers or eleponol of the securities towhich the relevent intense relates (indicating cleanly the pa 剕

See the definition of "refovers egreement" in section 9 of the Corporations Act 2001.

• Details of the consideration must actude ony and of benefits, makes one of his any price, from second a relaxant interest was adoptive has, or may, becomingentitled to receive in relation co that sequisition. Datalis and $\boldsymbol{\sigma}$ the relowant interest was acquired.
• 劗 If the substantial holder is unside to determine the identity of the pation (eg. it the relevent imanus, at less because of an option) write "transwor".
• Give decalls. If now option, of the present unnachation and only change in thet soluciation since the last substantial holding potion. $|0\rangle$

ANNEXURE A

Company Name: ACN

St Barbara Mines Limited 009 166 166

This is Annexure A of 1 page referred to in Form 604, Notice of change of interests of substantial holder.

J.

Print name	$\sim$ $\sim$		Capacity			ኊ
Bigh shovs		Date		クキ			04

$2.$ Previous and present voting power

Closs of securities (4)		Previous notice	Present notico
	Person's votesVoting power (5)		Person's votes	Voling power (5)
Ordinary	36,000,0008.1%		107,480.647	15.02%

З. Changes in relevant interests

Dale of change	Person whosemalavani imenetichanged	Nature of ChangeO)	Considerationgiven in relation toohange (7)	Class and sumberof RecordingHiffmann	Parson's votesaffected.
18/07/2004	Ocean RoseuresCapital Heidingsрjс,	Exercise ofconvertible note	$4,400,000	Ordinary -55.000.000	8.2%
18/07/2004	Clarinn ResourceCapital Holdingsрħ.	Conversion ofinterest debt at 4.8cents per chare	8804.105	$Ord$ nary $-$17,480.547	0.72%

4. Prosent relevant interests

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Holder of relevantInterest	Registered holderof gecurities.	Perest stilled tobe registered soholder (8)	Nature of relevantInternat	Class and numberof securities	Person's votes
Ocean ResourceCapital HoldingsвIс	HEBC Custody(Australia) Ltd	Cosan ResourceCapital Holdingspie	NA	$Ord\mathsf{Instr}\rightarrow$35,000,000	B.1%
Ocean ResourceCeoltal Moldingsþю	Ocsan ResourcaCapital Holdingsыs	Ocann ResourceCapital Holdingsalc	ΝA	Drdinary72.480.947	B.92%