ST BARBARA LIMITED — Major Shareholding Notification 2006

Feb 2, 2006

1900 999 279

Company: Australian Stock Exchange

Interests

Form 604 - Change of

To:

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Company Announcements

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

Level 3 24 Kings Park Road West Perth WA 6005

Postal Address: PO Box 524 West Perth WA 6872

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

$\square$ URGENT $\square$ FOR REVIEW $\square$ PLEASE REPLY $\square$ PLEASE COMMENT $\square$ PLEASE RECYCLE

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Ian Burvill

Limited

February 3, 2006

Ross Kennedy - St Barbara

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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 Mines Limited
ACNIAREN	ACN 009 165 066
Details of substantial holder (1) 1. Name ACN (If applicable)	Resource Capital Fund II LP
There was a change in the interests of the substantial holder on	03/02/2006
The previous notice was given to the company on	09/12/2005
The previous notice was dated	09/12/2005

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 thet the substantial holder or an associate (2) had a
relevant 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	178,662,230	28.90% (Note: Based on issued capital of 618.102.524 ordinary shares)	83,662,230	13.52% (Note: Based on issued capital of 618,927,524 ordinary shares)

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 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 affected
23/12/05	Resource Capital Fund II LP	exercise of 1,000,000 options by other parties	nil from Resource Capital Fund II LP	178,662,230 fully paid ordinary shares	178,662,230
06/01/06	Resource Capital Fund II LP	exercise of 25,000 options by other parties	nil from Resource Capital Fund II LP	178,662,230 fully paid ordinary shares	178,662,230
31/01/06	Resource Capital Fund II LP	a decrease in the Company's share capital via buy-back of 200,000 shares	nil from Resource Capital Fund II LP	178,662,230 fully paid ordinary shares	178.662.230
03/02/06	Resource Capital Fund II LP	sale of 95,000,000 fully paid ordinary shares by Resource Capital Fund II LP	\$47,500,000 received by Resource Capital Fund II LP	83,662,230 fully paid ordinary shares	83,662,230

4. Present relevant interests

Particular: of each relevant Interest of the substantial holder in voting securities after the change are as follows:

Holder of re evant 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 LP	Resource Capital Fund II LP	Resource Capital Fund II ٢P	Owner	83,662,230 fully paid ordinary shares	83.662.230

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 (If applicable)	Nature of association
	--

6. Addresses

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

Name	Address
Resource Capital Fund II LP	1400 Sixteenth Street, Suite 200 $1$ Denver CO 80202 USA

__________

Signature print name

Il Bennall

lan Burvill

sign here

capacity authorised representative

date 03/02/2006

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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 $(1)$ if the actual control of activities in the control of the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the truth of the form of the form. If the relevant compare and the membership of each group, with the names and addresses of mambers is clearly set out in paragraph 6 of the form.
• See 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. $(3)$
• 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) spplies, a copy of any document explores the community of the community of the statement by the person giving full and accurate details of any contract, scheme or arrangement, must setting out the terms of any relevant agreement, and a statement by the p $(a)$ accompany this form, together with a written statement certiving 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 entitied
  to receive in relation to that acquisition, Details m $(7)$ 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". $(8)$
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$