ST BARBARA LIMITED — Share Issue/Capital Change 2003

Jan 7, 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 $(08)$ 9476 5555 Telephone Overseas +61 8 9476 5555 Please find attached an Appendix 3B notice.

Yours faithfully,

Alan Rule Company Secretary

8 January 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

Unlisted Options

1,775,000

• $\mathcal{D}$ 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 date; if partly paid expiry *securities, the amount outstanding and due dates for payment; if securities, *convertible the conversion price and dates for conversion)

New Issue of Unlisted Options
- Exercise Price	$0.35
- Expiry Date	8 January 2008
April 2007 have been cancelled.	In addition 1,425,000 unlisted options with anexercise price of $0.35 and an expiry date of 26

+ See chapter 19 for defined terms.

respects from the date of allotmentwith an existing *class of quoted*securities?
If the additional securities do notrank equally, please state:the date from which they dowhichtheextent$\mathfrak{c}_0$theyparticipate for the next dividend,caseοftheā.(intrust.distribution) or interest paymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment
Issue price or consideration	Nil
Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	Employee Options
Dates of entering + securities intouncertificated holdings or despatchof certificates	8 January 2003
		*Class
*securitiesquoted onASX.(including the securities in clause2 if applicable)	44,329,772	Fully paid ordinary sharesListed OptionsExpiry 29 Feb 2004Exercise price $0.30 each
	Do the *securities rank equally in allNumberand*classofall	Yes - once the Options are exercisedNumber364,953,303

+ See chapter 19 for defined terms.

	Number	+ Class
tclass*Number.οfandall		Unlisted Options
	250,000	02/03/2004 - 0.25
*securities not quoted on ASX	250,000	02/03/2004 - 0.35
(including the securities in clause	5,000,000	23/12/2004 - 0.25
2 if applicable)	5,000,000	23/12/2004 - 0.35
	5,000,000	23/12/2004 - 0.45
	10,000,000	31/12/2004 - 0.40
	500,000	31/12/2004 - 0.40
	157.938	$07/02/2005 - 0.2125$
	373,893	05/03/2005 - 0.2125
	449.638	$02/04/2005 - 0.2125$
	6,525,000	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	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
	1,482,677	$7/7/2006 - 0.2125$
	151,040	7/7/2006 - 0.2086
	741,686	$7/7/2006 - 0.2124$
	3,177,890	7/7/2006 - 0.1138
	1,775,000	$8/7/2006 - 0.35$
	45,130,634

Dividend policy (in the case of a $\begin{bmatrix} \text{trust, distribution policy} \ \text{on the} \end{bmatrix}$ $1010$ increased capital (interests)

$\mathbb{L}$

Part 2 - Bonus issue or pro rata issue

11	holdersecurityapprovalIs.required?	N/A
$12^{\circ}$	Is the issue renounceable or non- $\mid N/A \rangle$renounceable?
13	Ratio in which the "securities will $N/A$be offered
14	*Class of *securities to which the N/Aoffer relates
15	determine $N/A$*Recorddatetoentitlements
16	Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?	N/A

$\overline{9}$

+ See chapter 19 for defined terms.

17	Policy for deciding entitlements inrelation to fractions	N/A
18	Names of countries in which theentity has *security holders whowill notbesent newissuedocuments	N/A
	Note: Security holders must be told how theirentitlements are to be dealt with.
	Cross reference: rule 7.7.
19	οfClosingdatefor receiptacceptances or renunciations	N/A
20	Names of any underwriters	N/A
21	Amount of any underwriting fee orcommission	N/A
		N/A
22	Names of any brokers to the issue
23	Fee or commission payable to thebroker to the issue	N/A
24	Amount of any handlingfeepayable to brokers who lodgeacceptances or renunciationsonbehalf of *security holders	N/A
25	If the issue iscontingenton"security holders"approval,thedate of the meeting	N/A
26	Date entitlement and acceptance	N/A
	form and prospectus or ProductDisclosure Statement will be sent topersons entitled
27	If the entity has issued options, and	N/A
	the terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders
28	Date rights trading will begin (ifapplicable)	N/A
29.	Date rights trading will end (ifapplicable)	N/A

+ See chapter 19 for defined terms.

• 30 How do *security holders sell their N 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)?

1. *Despatch date

/A

$N/A$

$N/A$

$N/A$

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) $(a)$ 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

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

35

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.	Class of *securitiesfor whichquotation is sought	N/A
40	Do the *securities rank equally in allrespects from the date of allotmentwith an existing "class of quoted*securities?	N/A
	If the additional securities do notrank equally, please state:the date from which they do$\bullet$extent to whichthethey٠participate for the next dividend,(inthecaseof atrust.distribution) or interest paymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment
41	Reason for request for quotationnowExample: In the case of restricted securities, end ofrestriction period(if issued upon conversion ofanother security, clearly identify thatother security)	N/A
42.	Number and *class of all *securitiesquoted on ASX (including thesecurities in clause 38)	NumberN/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.

Sign here: ...................................... (Director/Company secretary)

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

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

$+$ See chapter 19 for defined terms.