ST BARBARA LIMITED — Major Shareholding Notification 2004

Jul 26, 2004

To:	ASX Company Announcements From:	lan Burvill
Fax:	1900 999 279	Pages: 3
Company: ASX		July 27, 2004Date:
Re:	SBM Notice - Form 604	cc.
URGENT	PLEASE REPLYFOR REVIEWП.П	PLEASE RECYCLEPLEASE COMMENT0

FAX

Resource Capital Funds Management Pty Ltd ABN 25 098 091 715

d Floor igs Park Road Perth WA 6005 sile

Address: x 524 Perth WA 6872 Australia

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

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Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Schame	St Barbara Mines Limited
ACN/AR SN	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	15/07/2004 & 21/07/2004
The providue notice was given to the company on	09/12/2003
The previous notice was dated	09/12/2003

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	Voling gower (5)	Person's votes	Voting power (5)
Ordinary	129,742.017	22.60%	156,333,470	1 21.88% (Note: Based on
				Issued capital of
				715,271,157 ordinary
				shares)

3. Changes in relevant interests

Particulars of each change in, or change in tho nature of, a relevant interest of the substantial holder or an associate in voting socurties of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or schema are as follows:

Date of change	Person whose relovantinterest changed	Nature of change (6)	Consideration given inrelation to change (7)	Class and number ofsecurities affected	Person's votesaffected
15/07/04	Resource CapitalFund II LP	Dilution resulting fromthe allotment ofshares to OceanResources CapitalHoldings Limitedupon its conversion ofits convertible note	N/A	156.333.470 fullypaid ordinaryshares	156,333,470
21/07/04	Resource CapitalFund II LP	Issue of shares by StBarbara Mines Limited	$1,223,206.84	156,333,470 fullypaid ordinaryshares	156,333,470

4. Present relevant Interesta

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 tope rogistered asholder (B)	Nature ofre evantinterest (6)	Class andnumber of socurities	Person's votes
ResourceCapitalFund II LP	Resource CapitalFund li LP	ResourceCapital Fund II	Owner	156,333,470 fullypaid ordinaryshares	156,333,470

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RCFM PERTH Broadwater Hotel Kalgoorlie

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 (I applicable)	,,,,,----Nature of association.. .
$-1 - 1$
______	.
	----

0. Addresses

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

we we will be we as a little was aSignature
	print name II an Burvill	capacity authorised representative
	sign here ブヒゴ ニューズし	date 27/07/2004

DIRECTIONS

• if there are a number of substantial holders with similar or related relevant Interests (eg. a corporation and its related corporations, or the managor and trustee of an equity $(1)$ that), the names could be included in an amexure to the torm. If the relevant interests of a proup of persons are essentially similar, they may be referred to throughout theform os a specifically named group if the member
• $(?)$ See the definition of "associate" in sociion 9 of the Corporations Act 2001.
• See the definition of "relevant interest" in sections 608 and 6715(7) of the Corporations Act 2001. $(3)$
• $\langle 4 \rangle$ The voting shares of a company constitute one class unless divided into separate classes.
• $(6)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $(6)$ Include details of:
  • any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 871B(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 torm, 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 tho exercise of, the voting powers or disposal of the securities to which $(\mathbf{b})$ 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 where 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 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 the relevant interest was acoulted.

$(6)$ If the substantial holder is unable to determine the identity of the person (eg. if the relovant 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 last substantial nolding notice.