ST BARBARA LIMITED — Major Shareholding Notification 2008

Aug 10, 2008

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Form 604

Corporations Act 2001Section 671B

Notice of change of interests of substantial holder
To Company Name/Scheme	St Barbara Limited
ACN/ARSN	009 165 066
1. Details of substantial holder (1)Name	Deans Knight Capital Management Limited
ACN/ARSN (if applicable)
There was a change in the interests of the
substantial holder on	07/16/2008
The previous notice was given to the company on	02/ /07 /2008
The previous notice was dated	01/29/2008

2. Previous and present 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 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	Voting power (5)	Person's votes	Voting power (5)
Ordinary Shares	61.593.814	6.2%	60.890.214	4.69%

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 a substantial holding notice to the company or scheme are as follows:

Date ofchange	Person whoserelevant interestchanged	Nature ofchange (6)	Considerationgiven in relationto change (7)	Class andnumber ofsecuritiesaffected	Person's votesaffected
	April 30,2008 Deans Knight	Disposal	488 600 shares	Ordinary Shares	61.105.214
May 13th, 2008 Deans Knight		Disposal	215,000 shares	Ordinary Shares	60,890,214
June 16 th , 2008 Deans Knight		Share Offering	None	Ordinary Shares	60.890.214
,2008, "Uuly 16	IDeans Knight	Share Offering	None	Ordinary Shares	60,890,214

4. Present relevant interests

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

Holder ofrelevantinterest	Registeredholder ofsecurities	Person entitledto be registeredas holder (8)	Nature ofrelevantinterest (6)	Class andnumber ofsecurities	Person's votes
Deans Knight	Deans Knight	Deans Knight		Ordinary Shares	60,890.214

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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:

ACN/ARSN(ifNameandapplicable)	__________________________________Nature of association---	---
Not Applicable
-------

6. Addresses

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

Name	Address
Deans Knight Capital Management	730-999 West Hastings Street Vancouver BC,Canada, V6C 2w2

Signature

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager andtrustee of an equity trust), the names could be included in an ann $(1)$ 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.
• $(6)$ 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 $(a)$ of any document 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
  • $(b)$ 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.

• 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, $(7)$ 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 on 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.
• $(8)$ 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".
• $(9)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

GUIDE

This guide does not form part of the prescribed form and is included by ASIC to assist you in completing and lodging form 604.

Signature		This form must be signed by either a director or a secretary of the substantial holder.
Lodging period	Nil
Lodging Fee	Nil
٠Other forms to becompleted	Nil
Additional information	(a)			If additional space is required to complete a question, the information may be included on a separate piece ofpaper annexed to the form.
	(b)			This notice must be given to a listed company, or the responsible entity for a listed managed investment scheme.A copy of this notice must also be given to each relevant securities exchange.
	(c)			The person must give a copy of this notice:
		(i)		within 2 business days after they become aware of the information; or
		(ii)		by 9.30 am on the next trading day of the relevant securities exchange after they become aware of theinformation if.
			(A)	a takeover bid is made for voting shares in the company or voting interests in the scheme; and
			(B)	the person becomes aware of the information during the bid period.
Annexures				To make any annexure conform to the regulations, you must
	1.			use A4 size paper of white or light pastel colour with a margin of at least 10mm on all sides
	2			show the corporation name and A.C.N or ARBN
	з			number the pages consecutively
	4			print or type in BLOCK letters in dark blue or black ink so that the document is clearly legible when photocopied
	5.			identify the annexure with a mark such as A, B, C, etc
	6			endorse the annexure with the words:This is annexure (mark) of (number) pages referred to in form (form number and title)
	7.			sign and date the annexure.
				The annexure must be signed by the same person(s) who signed the form.

Information in this guide is intended as a guide only. Please consult your accountant or solicitor for further advice.

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Form 605 Corporations Act 2001Section 671B

	Notice of ceasing to be a substantial holder
To Company Name/Scheme	St Barbara Limited
ACN/ARSN	009 165 066
Details of substantial holder (1)1.
NameACN/ARSN (if applicable)	Deans Knight Capital Management
The holder ceased to be asubstantial holder onThe previous notice was given to the company onThe previous notice was dated	07 /16 /200802 /07 /200801 /29 /2008

2. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date ofchange	Person whoserelevant interestchanged	Nature ofchange (4)	Considerationgiven in relationto change (5)	Class (6) andnumber ofsecuritiesaffected	Person's votesaffected
July 16 th , 2008	Deans Knight	New Share Offering	N/A	OrdinaryShares/60,890.214	60,890,214

3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	----Nature of association
Not Applicable.

4. Addresses

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

Name	Address
Deans Knight Capital Management	730-999 West Hastings Street Vancouver BC, Canada V6c 2w2

Signature

Capacity: print name Craig Langdon Secretary sign here date 08/08/2008

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$\sim 10^6$

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 4 of the form.
• $(2)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• $(3)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• $(4)$ Include details of:
  • $(a)$ 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 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 thesecurities to which the relevant interest relates (indicating clearly the $(b)$
  • See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
• Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, ormay, become entitled to receive in relation to that acquisition. Details $(5)$ 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.
• $(6)$ The voting shares of a company constitute one class unless divided into separate classes.
• $(7)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

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GUIDE

This guide does not form part of the prescribed form and is included by ASIC to assist you in completing and lodging form 605.

Signature	This form must be signed by either a director or a secretary of the substantial holder.
Lodging period	Nil
Lodging Fee	Nil
Other forms to becompleted	Nil
Additional information	If additional space is required to complete a question, the information may be included on a separate piece of(a)paper annexed to the form.
	(b)This notice must be given to a listed company, or the responsible entity for a listed managed investment scheme.A copy of this notice must also be given to each relevant securities exchange.
	The person must give a copy of this notice:(c)
	(i)within 2 business days after they become aware of the information; or
	(ii)by 9.30 am on the next trading day of the relevant securities exchange after they become aware of theinformation if:
	$(\wedge)$a takeover bid is made for voting shares in the company or voting interests in the scheme; and
	(B)the person becomes aware of the information during the bid period.
Annexures	To make any annexure conform to the regulations, you must
	use A4 size paper of white or light pastel colour with a margin of at least 10mm on all sides1
	show the corporation name and ACN or ARBN2
	зnumber the pages consecutively
	print or type in BLOCK letters in dark blue or black ink so that the document is clearly legible when photocopied4identify the annexure with a mark such as A, B, C, etc
	5endorse the annexure with the words:6
	This is annexure (mark) of (number) pages referred to in form (form number and title)
	sign and date the annexure.7.
	The annexure must be signed by the same person(s) who signed the form.