ST BARBARA LIMITED — Major Shareholding Notification 2006

Feb 16, 2006

Notice of Initial Substantial Shareholder in Saracen Mineral Holdings Limited ("Saracen")

The attached Notice of Substantial Shareholder records St Barbara Limited's shareholding of 59,551,591 shares in Saracen. This represents 19.99% of Saracen's issued capital.

As announced to the ASX, Saracen is in the process of consolidating its issued capital in the ratio of 1 new share for every 2.5 existing shares.

Following the consolidation, St Barbara will hold 23,820,636 shares, which will still represent 19.99% of Saracen's issued capital.

Ross Kennedy Company Secretary

17 February 2006

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme	Saracen Mineral Holdings Limited
ACN/ARSN	009 215 347
Details of substantial holder (1)1.NameACN/ARSN (if applicable)	St Barbara Limited009 165 066
The holder became a substantial holder on	14/02/2006

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	Person's votes (5)	Voting power (6)
Ordinary Shares (pre-consolidation)	59,551,591	59,551,591	19.99%

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:

. St Barbara Limited	Registered owner	59,551,591 ordinary shares
Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities

4. Details of present registered holders

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

Holder of relevant	Registered holder of	Person entitled to be	Class and number
nterest	securities	registered as holder (8)	of securities
St Barbara Limited	St Barbara Limited	St Barbara Limited	59.551.591ordinarvshares

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:

Holder of relevantinterest	Date of acquisition	Consideration (9)		Class and numberof securities
		Cash	Non-cash
St Barbara Limited	14 February 2006		Part consideration forthe sale of StBarbara's SouthLaverton assets to awholly ownedsubsidiary of Saracen.	59,551,591ordinaryshares

Associates 6.

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
Not applicable

7. Addresses

The addresses of persons named in this form are as follows: Address Name St Barbara Limited Level 2, 16 Ord Street. West Perth, WA, 6005

Signature

print name	Ross Kennedy

sign here

capacity Company Secretary

17/02/06 date

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 7 of the form.

$\left( 2\right)$	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.
• 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 associate has a relevant interest $(5)$ 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 document setting out the $(a)$ 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.

• $(8)$ 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".
• $(9)$ 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 the relevant interest was acquired.