ST BARBARA LIMITED — Major Shareholding Notification 2006

Mar 27, 2006

Resource Capital FundsManagement Pty LtdABN: 25 098 091 715

Level 3 24 Kings Park RoadWest Perth WA 6005

To:	Company Announcements	From:	lan Burvill	Postal Address:PO Box 524
Fax:	1900 999 279	Pages:	- 5	West Perth WA 6872
Conpany: Australian Stock Exchange		Date:	March 28, 2006	Telephone: (08) 9485 2770Facsimile: (08) 9485 2779
Re:	Form 603 - Notice of InitialSubstantial holderForm $604 -$ Change ofInterests	CC:	Ross Kennedy - St BarbaraLimitedBrian Dolan & SherriCroasdale of RCF	e-mail:perth@rcflp.comwww.resourcecapitalfunds.com

$\Box$ URGENT $\Box$ FOR REVIEW $\Box$ PLEASE REPLY $\Box$ PLEASE REDEVIEW $\Box$ PLEASE RECYCLE

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Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	St Barbara LimitedACN 009 165 066
ACN/AFSN
1.Details of substantial holder (1)NameACN (if applicable)	Resource Capital Fund II L.P.
There was a change in the interests of thesubstantial holder on	24/03/2006
The previous notice was given to the company on	03/02/2006
The previous notice was dated	03/02/2006

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

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Ordinary	83,662,230	13.52% (Note: Based onissued capital of618,927,524 ordinaryshares)	183.662.230	25.64% (Note: Based onissued capital of716,414,131 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	Parson whose relevantinterest changed	Nature of change (6)	Consideration given inrelation to change (7)	Class and number ofsecurities affected	Person's votesaffected
03/02/06	Resource CapitalFund II L.P.	Exercise of 25,000options by thirdparties	NA.	83.662.230ordinary shares	83,662,230
09/02/06to24/03/06	Resource CapitalFund II L.P.	Share capital buy-back of 2,538,393ordinary shares	NΆ	83,662,230ordinary shares	83,662,230
24/03/06	Resource CapitalFund II L.P.	Conversion ofconvertible note into100,000,000 ordinaryshares by ResourceCapital Fund III L.P.	$7,000,000 fromResource CapitalFund III L.P.	100,000,000ordinary shares	100,000,000

4. Present relevant interests

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

Holder ofralevantinterest	Registered holder ofsecurities	Person entitled tobe registered asholder (8)	Nature ofrelevantinterest (6)	Class andnumber of securities	Person's votes
ResourceCapitalFund II L.P.	Resource CapitalFund II L.P.	ResourceCapital Fund IIL.P.	Legal owner	83,662,230ordinary shares	83.662.230
ResourceCapitalFund II L.P.andResourceCapitalFund IIIL.P.	Resource CapitalFund III L.P.	ResourceCapital FundIII L.P.	Legal owner	100,000,000ordinary shares	100,000,000

5. Changes in essociation

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 votingInterests in the company or scheme are as fo

Name and ACN (if applicable). .	------------$- - -$Nature of association
__NIA	----..–—N/A
----__	.----___
$\cdots$	-------------___

6. Addresses

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

Name	Address
Resource Capital Fund IIL.P.	1400 Sixteenth Street, Suite 200Denver CO 80202USA
Resource Capital Fund IIIL.P.	1400 Sixteenth Street, Suite 200Denver CO 80202USA

———————————————Signature

lan Burvill print name

capacity Authorised Representative

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$\frac{1}{4}$ ţ

sign here

LeBenrill

date 28/03/2006

DIRECTIONS

• $(1)$ 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 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 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.
• $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $(f)$ 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 $\left( 0 \right)$ 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 $\langle b \rangle$ 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.

• $\left( 7\right)$ 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 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 acquistions, even if they are not paid directly to the person from whom the relevant interest was acquired.
• $(3)$ If the substantial holder is unable to detarmine the identity of the person (eg. 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 last substantial holding notice

603 page 1/2 15 July 2001

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme	St Barbara Limited
ACN/ARSN	ACN 009 165 066
1. Details of substantial holder (1)NameACN / ARSN (if applicable)	Resource Capital Fund III L.P.N/A

The holder became a substantial holder on

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Persons' votes (5)	Voting power (6)
Ordinary Shares	183.662.230	183,662,230	. 25.64% (Note: Based on
	ordinary shares		issued capital of
			716,414,131 ordinary
			shares)

28 / March / 2006

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
Resource Capital Fund II L.P.	Legal owner.	83,662,230 ordinary shares
Resource Capital Fund III L.P.	Legal owner	100,000,000 ordinary shares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Flolder of relevantInterest	Registered holder ofsecurities	Person entitled to beregistered as holder (8)	Class and number ofsecurities
Resource CapitalFund II L.P. andResource CapitalFund III L.P.	Resource CapitalFund il L.P.	Resource Capital Fund IILP.	83,662,230 ordinaryshares
Fesource CapitalFund II L.P. andElesource CapitalFund III L.P.	Resource CapitalFund III L.P.	Resource Capital Fund IIIL.P.	100,000,000 ordinaryshares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Folder of relevantirterest	Date of acquisition	Consideration (9)		Class and number ofsecurities
		Cash	Non-cash
Resource CapitalFund III L.P.	28 March 2006	$7.000.000	NΙA	100,000,000 ordinaryshares

603 212 15 July 2001 6. Associates The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows: Name and ACN/ARSN (If applicable) Nature of association Resource Capital Fund II L.P. Resource Capital Fund II L.P. and Resource Capital Fund III L.P. are both managed by RCF Management LLC. 7. Addresses The addresses of persons named in this form are as follows: Vame Address Resource Capital Fund II LP 1400 Sixteenth Street, Suite 200 Denver CO 80202 USA Resource Capital Fund III LP 1400 Sixteenth Street, Suite 200 Denver CO 80202 USA Signature print name lan Burvill capacity Authorised Representative $\ddot{\phantom{0}}$ date $26, 3, 2006$ sign here Je Barn M DIRECTIONS If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the $(1)$ 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 7 of the form. (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 A. $(4)$ The voling shares of a company constitute one class unless divided into separate classes. The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an $(5)$ associate has a relevant interest in. $(6)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(7)$ Include details of: any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any $(a)$ cocument 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 $(b)$ 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. 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". $(8)$ Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, $(9)$ 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 the relevant interest was acquired.