ST BARBARA LIMITED — Major Shareholding Notification 2009

Aug 5, 2009

ASX Announcement

==> picture [82 x 81] intentionally omitted <==

St Barbara

==> picture [145 x 46] intentionally omitted <==

==> picture [145 x 126] intentionally omitted <==

==> picture [145 x 97] intentionally omitted <==

==> picture [145 x 135] intentionally omitted <==

Sale of Interest in

Bendigo Mining Limited

The Company has sold on market its 9.7% interest in Bendigo Mining Limited, for A$9.9 million as part of a strategic program to divest non‐core assets.

Having previously written down its investment in Bendigo Mining Limited to A$7.2 million on a mark‐to‐ market basis as at 31 December 2008, the Company expects to book a profit before tax on the sale of approximately A$2.7 million in the current fiscal year.

A Notice of Ceasing to be a Substantial Holder is attached.

==> picture [85 x 66] intentionally omitted <==

Tim Lehany Managing Director & CEO 6 August 2009

==> picture [145 x 46] intentionally omitted <==

St Barbara Limited ACN 009 165 066 Level 14, 90 Collins Street, Melbourne Vic 3000 Telephone +61 3 8660 1900 Facsimile +61 3 8660 1999 Email melbourne@stbarbara.com.au Website www.stbarbara.com.au

G:\Corporate\Company Secretarial\ASX\2009\worki ng drafts\090806 Divestment of Bendigo.doc

Form 605

Corporations Act 001 2 Section 671B

Notice of ceasing to be a substantial holder

To Company Name/Scheme Bendigo Mining Limited

ACN/ARSN 005 674 073 1. Details of substantial holder (1)

Name St Barbara Ltd

ABN (if applicable) 009 165 066

The holder ceased to be a substantial holder on 5 August 2009

The previous notice was given to the company on 12 January 2007

The previous notice was dated 12 January 2007

2. Change 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 of change	Person whose relevant interest changed	Nature of change (4)	Consideration given in relation to change (5)	Class (6) and number of securities affected	Person’s votes affected
5/08/09	St Barbara Ltd	Off market transfer	$ 9,906,800	Ordinary shares	49,534,000

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 (if applicable)	Nature of association
	N/A

4. Addresses

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

Name	Address
St Barbara Ltd	14, 90 Collins Street, Melbourne, VIC 3000

Signature print name Ross Kennedy

==> picture [104 x 42] intentionally omitted <==

sign here

capacity Company Secretary

Date 6/08/09

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

• (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.

• (5) 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.

• (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.