ST BARBARA LIMITED — Share Issue/Capital Change 2003

Jun 26, 2003

ST BARBARA MINES LIMITED

ACN 009 165 066

ASX SHAREHOLDERS REPORT

Enquiries regarding this report may be directed to:

Stephen W. Miller

Executive Chairman Telephone $(08)$ 9476 5555 Overseas +61 8 9476 5555

$or$

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.

Appendix 3B and Notice of Initial Substantial Holder

Please find attached Appendix 3B Notice, together with a Notice of Initial Substantial Holder (Form 603) from RAB Europe Fund Limited.

Stephen W. Miller Executive Chairman

27 June 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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

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 securities, *convertible the conversion price and dates for conversion)

15,000,000

Fully paid ordinary shares

⁺ See chapter 19 for defined terms.

4	Do the securities rank equally in all respects from the date of allotment with an existing class of quoted *securities?	Yes
	If the additional securities do not rank equally, please state: the date from which they do extent which the $\mathbf{to}$ they participate for the next dividend, οf $\lim$ the case 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
5	Issue price or consideration	6.67 cents per share
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Placement for working capital
7	Dates of entering "securities into uncertificated holdings or despatch of certificates	26 June 2003
8	Number class and of all securities quoted $\circ$ n ASX (including the securities in clause 2 if applicable)	Number 400,553,303 44,329,772	*Class Fully paid ordinary shares Listed Options Expiry 29 Feb 2004 Exercise price \$0.30 each

⁺ See chapter 19 for defined terms.

-9	Number and "class of		-all
	*securities not quoted on ASX
	(including the securities in clause)
	2 if applicable)

Number	+ Class
	Unlisted Options
5,000,000	23/12/2004 - 0.25
5.000.000	23/12/2004 - 0.35
5,000,000	23/12/2004 - 0.45
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
241.856	15/07/2005 - 0.2124
499.597	13/08/2005 - 0.2125
50.894	13/08/2005 - 0.2086
249.917	13/08/2005 - 0.2124
499.597	13/09/2005 - 0.2125
50.894	13/09/2005 - 0.2086
249.917	13/09/2005 - 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	$31/12/05 - 0.11$
E482.677	$7/7/2006 - 0.2125$
151,040	7/7/2006 - 0.2086
741.686	7/7/2006 - 0.2124
3,177,890	7/7/2006 - 0.1138
1,575,000	$8/7/2006 - 0.35$
44.905.634

Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests) $10$

Part 2 - Bonus issue or pro rata issue

11	holder approval security Is. required?	N/A
12	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 N/A offer relates
15	determine + Record date to entitlements	N/A
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	N/A

⁺ See chapter 19 for defined terms.

Appendix 3B New issue announcement

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	N/A
	entitlements are to be dealt with. Cross reference: rule 7.7.
19	οf 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	If the issue is contingent 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 $N/A$ 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 $N/A$ of their entitlements (except by sale through a broker)?

33 *Despatch date

$N/A$

Part 3 - Ouotation of securities

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

• 34 Type of securities (tick one)
• Securities described in Part 1 $(a)$
• 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 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
• 36 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

$(b)$

A copy of any trust deed for the additional *securities

⁺ 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 $\bullet$ 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 *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the "securities be quoted.

⁺ See chapter 19 for defined terms.

• 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.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the *securities begins. We acknowledge that $\overrightarrow{ASX}$ is relying on the information and documents. We warrant that they are (will be) true and complete.

Date: ..26 June 2003... region_an

Sign here:

(Director/Company secretary)

.....Alan D. Rule.................................... Print name:

$\frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{$

$+$ See chapter 19 for defined terms.

Form $603$

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To:	Company Name/Scheme	St. BARBARA MINES LIMITED
ACN/ARSN		009 165 066
	Details of substantial holder (1)

Name

RAB Europe Fund Limited

ACN/ARSN (if applicable)

The holder became a substantial holder on

$25/06/2003$

$\overline{2}$ . 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	Persons' votes' *	Voting power (6)
Ordinary	505,553,303	45.000.000	8.9

1. 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:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
RAB Europe Fund Limited	Pursuant to market trade	11,500,000 Ordinary Shares
WPS Richards	Pursuant to market trade	500,000 Ordinary Shares
M Alen-Buckley	Pursuant to market trade	500,000 Ordinary Shares
RAB Europe Fund Limited	Pursuant to market trade	2,500,000 Ordinary Shares
RAB Europe Fund Limited	Pursuant to private placement	28,000,000 Ordinary Shares
WPS Richards	Pursuant to private placement	1,000,000 Ordinary Shares
I M Alen-Buckley	Pursuant to private placement	1,000,000 Ordinary Shares

Details of present registered holders $\ddagger$ .

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

Holder of relevant interest	Registered holder of Securities	Person entitled be to. registered as holder (8)	Class οf number and securities
RAB Europe Fund Limited	Custodian Westpac Nominees Limited	RAB Fund Europe Limited	11,500,000 Ordinary Shares
WPS Richards	Citicorp Nominees Pty Limited	WPS Richards	500,000 Ordinary Shares
M Alen-Buckley	M Alen-Buckley	M Alen-Buckley	500,000 Ordinary Shares
RAB Europe Fund Limited	Custodian Westpac Nominees Limited	Fund RAB. Europe Limited	2.500,000 Ordinary Shares
RAB Europe Fund Limited	Westpac Custodian Nominees Limited	RAB Fund Europe Limited	28,000,000 Ordinary Shares
WPS Richards	National Nominees Limited	WPS Richards	1,000,000 Ordinary Shares

M Alen-Buckley	Hoares Nominees	Bank imited	l-M Alen-Bucklev	1,000,000 Shares	Ordinary
	A/C U5630

$\overline{5}$ . 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 relevant interest	Date of acquisition	Consideration (9)		Class and securities	οÊ number
		Cash	Non-cash
RAB Europe Fund Limited	23 Jan 2003	1.265.000		11.500.000	Ordinary
				Shares
WPS Richards	24 Jan 2003	55,000		500,000 Ordinary Shares
M Alen-Buckley	24 Jan 2003	55,000		500,000 Ordinary Shares
RAB Europe Fund Limited	24 Jan 2003	275,000		2.500,000	Ordinary
				Shares
RAB Europe Fund Limited	25 June 2003	933.800		28,000,000	Ordinary
				Shares
WPS Richards	25 June 2003	33.350		1.000.000	Ordinary
				Shares
M Alen-Buckley	25 June 2003	33.350		1.000,000	Ordinary
				Shares

6. Associates

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
William Philip Seymour Richards	Director of RAB Europe Fund Limited
Michael Alen-Buckley	Director of a related body corporate

$7.$ Addresses

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

Name	Address
C/- RAB Capital Ltd	Adam Street
Attention: Joseph Javarai / Neil Warrender	London, UK, WC2N 6LE

Signature

print name

DIRECTOR / SECRETARY capacity

sign here

25/06/2003 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.
• See the definitions of "associate" in section 9 of the Corporations Act 2001. $(2)$
• See the definition of "relevant interest" in sections 608 to 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 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 in.

• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$
• $(7)$ 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 $(a)$ 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.

• 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". $(8)$
• 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 $(9)$ 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.