ST BARBARA LIMITED — Share Issue/Capital Change 2003

Nov 27, 2003

ST BARBARA MINES LIMITED

ACN 009 165 066

$\overline{ASX}$ SHAREHOLDERS REPORT

Enquiries regarding this report may be directed to:

Stephen W. Miller

Executive Chairman Telephone $(08)$ 9476 5555 Overseas $+61894765555$ $\alpha r$ Colin G. Jackson Investor Relations Telephone 0417 929 107

St Barbara Mines Limited Level 2, 16 Ord Street West Perth Western Australia 6005 Telephone $(08)$ 9476 5555 Overseas +61 8 9476 5555

Dollar values in this report are Australian dollars unless otherwise stated.

Reliance Notice and Appendix 3B

St Barbara Mines Limited notifies ASX (as the operator of the prescribed financial market on which the securities identified below are or are to be quoted) that for the purposes of item 5 of Category 1 of ASIC Class Order 02/1180, there is no information to disclose to ASX of the kind that would be required to be disclosed under subsection 713(5) of the Corporations Act 2001 (Cth) if a prospectus were to be issued in reliance on section 713 of the Corporations Act 2001 (Cth) in relation to an offer of the securities described below other than the information set out in this notice.

Details of the Issue or Offer of Securities:

Class of Securities:

ASX Code of the Securities:

SBM

Date of the issue or expected issue of the securities:

28 November 2003

Ordinary Shares

Total number of securities issued or expected to be issued:

95,684,932

Attached please find Appendix 3B.

Alan Rule

Company Secretary

28 November 2003

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 171/96. Origin: Appendix 5. Amended 171/98, 179199, 171/2000, 30/9/2001, 11/3/2002, 171/2003.

Name of entity

St Barbara Mines Limited

ABN

36 009 165 066

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

$\mathbf{1}$ ⁺Class of ⁺securities issued or to be $\left[$ issued

Ordinary Fully Paid

• $\mathcal{D}$ Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued
• $\overline{3}$ Principal terms of the securities (eg, if options, exercise price and expiry date; if partly paid *securities, the amount outstanding and due dates for payment; if *convertible securities, the conversion price and dates for conversion)

95,684,932

Fully paid ordinary shares

⁺ See chapter 19 for defined terms.

Do the securities rank equally in all respects from the date of allotment with an existing "class of quoted securities? If the additional securities do not rank equally, please state: the date from which they do extent to which the they participate for the next dividend, (in the case of a. trust. distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment	Yes
Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Debt for equity conversion of \$7 million by Resource Capital Fund II interest and extension fee pursuant to shareholder approval at AGM on 25 November 2003
Dates of entering "securities into uncertificated holdings or despatch of certificates	28 November 2003
	Number	+ Class
all *securities quoted ASX. on (including the securities in clause 2 if applicable)		Fully paid ordinary shares
	44,329,772	Listed Options Expiry 29 Feb 2004 Exercise price \$0.30 each
	Issue price or consideration Number and *class οf	\$0.08 per share 539,149,157

⁺ See chapter 19 for defined terms.

	Number	+ Class
Number tclass t of and all		Unlisted Options
	5,000,000	23/12/2004 - 0.25
*securities not quoted on ASX	5,000,000	23/12/2004 - 0.35
(including the securities in clause	5,000,000	23/12/2004 - 0.45
2 if applicable)	10,500,000	31/12/2004 - 0.40
	157,938	$07/02/2005 - 0.2125$
	373,893	$05/03/2005 - 0.2125$
	449,638	$02/04/2005 - 0.2125$
	6,000,000	26/04/2007 - 0.35
	470,589	20/05/2005 - 0.2125
	36,118	20/05/2005 - 0.2086
	499,597	$03/06/2005 - 0.2125$
	50,894	$03/06/2005 - 0.2086$
	88,680	$03/06/2005 - 0.2124$
	483,482	15/07/2005 - 0.2125
	49,252	15/07/2005 - 0.2086
	241,854	15/07/2005 - 0.2124
	499,597	13/08/2005 - 0.2125
	50,894	13/08/2005 - 0.2086
	249,917 499,597	13/08/2005 - 0.2124 $06/09/2005 - 0.2125$
	50,894	06/09/2005 - 0.2086
	249,917	$06/09/2005 - 0.2124$
	483,482	15/10/2005 - 0.2125
	49,252	15/10/2005 - 0.2086
	241,854	15/10/2005 - 0.2124
	1,000,000	31/12/2005 - 0.11
	1,482,677	07/07/2006 - 0.2125
	151,040	$07/07/2006 - 0.2086$
	741,686	$07/07/2006 - 0.2124$
	3,177,890	$07/07/2006 - 0.1138$
	5,834,004	$07/01/2007 - 0.2125$
	594,308	$07/01/2007 - 0.2086$
	2,918,376	07/01/2007 - 0.2124
	17,430,243 1,575,000	07/01/2007 - 01138 17/01/2008 - 0.35
	71,682,563

Dividend policy (in the case of a trust, distribution policy) on the $10₁₀$ increased capital (interests)

-

Part 2 - Bonus issue or pro rata issue

11	holder security approval Is. required?	N/A
$12^{\circ}$	Is the issue renounceable or non- renounceable?	N/A
13	Ratio in which the *securities will $N/A$ be offered
14	Class of securities to which the offer relates	N/A
15	determine *Record date to entitlements	N/A
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	N/A

$\overline{9}$

$+$ See chapter 19 for defined terms.

17	Policy for deciding entitlements in relation to fractions	N/A
18	Names of countries in which the entity has *security holders who will not be. sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.	N/A
19	$\sigma f$ Closing date for receipt acceptances or renunciations	N/A
20	Names of any underwriters	N/A
21	Amount of any underwriting fee or commission	N/A
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the broker to the issue	N/A
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on. behalf of *security holders	N/A
25.	issue contingent If the - is on "security holders" approval, the date of the meeting	N/A
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	N/A
27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders	N/A
28	Date rights trading will begin (if applicable)	N/A
29.	Date rights trading will end (if applicable)	N/A

⁺ See chapter 19 for defined terms.

• 30 How do *security holders sell their entitlements in full through a broker?
• 31 How do *security holders sell part of their entitlements through a broker and accept for the balance?
• 32 How do *security holders dispose of their entitlements (except by sale through a broker)?

33 ⁺Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities (tick one)
• $(a)$ Securities described in Part 1
• $(b)$ All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35

36

• If the *securities are *equity securities, the names of the 20 largest holders of the additional "securities, and the number and percentage of additional "securities held by those holders
• If the *securities are *equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1.000$
• $1.001 5.000$ 5.001 - 10.000 $10.001 - 100.000$ 100,001 and over

37

A copy of any trust deed for the additional "securities

$N/A$

$N/A$

$N/A$

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38	Number of securities for which *quotation is sought	N/A
39.	for which Class of "securities quotation is sought	N/A
40.	Do the securities rank equally in all respects from the date of allotment with an existing "class of quoted securities?	N/A
	If the additional securities do not rank equally, please state: the date from which they do $\bullet$ extent to which they the participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
41	Reason for request for quotation now Example: In the case of restricted securities, end of restriction period	N/A
	(if issued upon conversion of another security, clearly identify that other security)
42.	Number and class of all securities quoted on ASX (including the securities in clause 38)	Number N/A	+ Class

⁺ See chapter 19 for defined terms.

Ouotation agreement

• $\mathbf{1}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the *securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those *securities should not be granted *quotation.
• An offer of the "securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any *securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided at the time that we request that the "securities be quoted.
• If we are a trust, we warrant that no person has the right to return the $\bullet$ *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.
• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• We give ASX the information and documents required by this form. If any $\overline{4}$ information or document not available now, will give it to ASX before *quotation of the *securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Date: ..28 November 2003... (Director/Company secretary)

Sign here:

Print name:

.....Alan D. Rule....................................

---

⁺ See chapter 19 for defined terms.