ST BARBARA LIMITED — Major Shareholding Notification 2006

May 25, 2006

Resource Capital Funds Management Pty Ltd
ABN: 25 098 091 715

Level 3 $24$ Kings Park Road West Perth WA 6005

To:	Company Announcements	From:	lan Burvill.	Postal Address: PO Box 524 West Perth WA 6872
Fax:	1900 999 279	Pages:	5	Telephone: (08) 9485 2770
	Company: Australian Stock Exchange	Date:	May 26, 2006	Facsimile: (08) 9485 2779 perth@rcflp.com e-mail:
Re:	Form 604 - Change of Interests	CC:	Ross Kennedy - St Barbara Limited Brian Dolan & Sherri Croasdale of RCF	www.resourcecapitalfunds.com

O URGENT O FOR REVIEW O PLEASE REPLY O PLEASE COMMENT O PLEASE RECYCLE.

÷

Form 604

Corporations Act 2001
Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	St Barbara Limited
ACNIARSN	ACN 009 165 066
1. Details of substantial holder (1) Name ACN (if at plicable)		Resource Capital Fund II L.P. and Resource Capital Fund III L.P. (the "RCF Entities")
There was a change in the interests of the substantial holder on	26/05/2006
The previous notice was given to the company on	28/03/2006
The previous notice was dated	28/03/2006

2. Provious 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 re

Class of securities (4)	Present notice Previous notice
	Person's votes	Voting power (5)	Parson's votes	Voting power (5)
Ordinary	183,662,230	25.64% (Note: Based on issued capital of 716,414,131 ordinary shares)	183,662,230	22.36% (Note: Based on issued capital of 821,514,131 ordinary shares)

3. Changes in relevant interests

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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

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 alfected
27/03/06 to 05/04/06	RCF Entities	Share capital buy- back by the Company of 600,000 ordinary shares	NIA	183,662,230 ordinary shares	183,662,230
03/05/06 to 04/05/06	RCF Entities	Exercise of 6,700,000 options by third parties	N/A	183,662,230 ordinary shares	183,662,230
26/05/06	RCF Entities	Share issue of 99,000,000 to third parties	N/A	183,662,230 ordinary shares	183,662,230

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 securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
Resource Capital Fund II L.P.	Resource Capital Fund il L.P.	Resource Capital Fund II L.P.	Legal owner	83,662,230 ordinary shares	83,662,230
Resource Capital Fund III LP.	Resource Capital Fund III L.P.	Resource Capital Fund 111 L.P.	Legal owner	100,000,000 ordinary shares	100,000,000

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 fo

Name and ACN (if applicable)	Nature of association
N/A	N/A

6. Addresses

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

Name	Address
Resource Capital Fund II L.P.	1400 Sixteenth Street, Suite 200 Denver CO 80202 USA
Resource Capital Fund III L.P.	1400 Sixteenth Street, Suite 200 Denver CO 80202 USA

Signature

.	print name – Ian Burvill	capacity Authorised Representative
sign here	example	date 26/05/2006

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 $\left\langle 3\right\rangle$ It was are a nation of substantial indices we share of relative or seven increase to a group of persons are essentially similar, they may be referred to throughout the function of the form. If the relevant interests of a g 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.
• Bee the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $\langle 3 \rangle$
• The voting shares of a company constitute one class unless divided into separate classes. $\left( 4\right)$
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• Include details of: $₍₆₎$
• 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 glying full and accurate details of any contract, scheme or arrangement, must (a) 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 $\left(T\right)$ 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 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". $(3)$
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice $(9)$