ST BARBARA LIMITED — Share Issue/Capital Change 2005

Nov 27, 2005

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 177/96. 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 ORDINARY issued $\overline{2}$ Number of +securities issued or to 4.400.000 be issued (if known) or maximum number which may be issued $\overline{3}$ Principal terms of the *securities Issue of 1,000,000 securities on the exercise (eg, if options, exercise price and of 1,000,000 options at an exercise price of expiry date; if partly paid $0.135 per share *securities, the amount outstanding Issue of $2,100,000$ securities on the exercise and due dates for payment; if of 2,100,000 options at an exercise price of *convertible securities, the $0.0472 per share conversion price and dates for $\overline{a}$ Issue of 1,300,000 securities on the exercise conversion) of 1,300,000 options at an exercise price of $0.150 per share

+ See chapter 19 for defined terms.

4	Do the *securities rank equally in allrespects from the date of allotmentwith an existing "class of quoted*securities?	YES
	If the additional securities do notrank equally, please state:the date from which they do
	whichtheextenttotheyparticipate for the next dividend,οfcase(intheātrust,distribution) or interest payment
	the extent to which they do not۰rank equally, other thaninrelation to the next dividend,distribution or interest payment
5	Issue price or consideration		Issue of 1,000,000 securities at an exercise
		price of $0.135 per share
			Issue of 2,100,000 securities at an exercise
		price of $0.0472 per share
		price of $0.150 per share	Issue of 1,300,000 securities at an exercise
6.	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	EXERCISE OF UNLISTED OPTIONS
7	Dates of entering "securities intouncertificated holdings or despatchof certificates	17 to 25 November 2005
	Number	Number	+ Class
8	†classοfandall*securitiesASXquotedon(including the securities in clause2 if applicable)	567,389,837	ORD
		Number	+ Class
9	Numberand*classofall*securities not quoted on ASX(including the securities in clause2 if applicable)	91,037,687	UNLISTEDOPTIONS
10	Dividend policy (in the case of atrust, distribution policy) on theincreased capital (interests)	N/A

+ See chapter 19 for defined terms.

	Policy for deciding entitlements in $N/A$

Part 2 - Bonus issue or pro rata issue

approval $N/A$

$N/A$

holder

Is the issue renounceable or non-

Ratio in which the "securities will $N/A$

$11$

$1212$

13

$14$

15

16

17

$Is$

required?

security

renounceable?

be offered

relation to fractions

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.

• 19 Closing date for receipt acceptances or renunciations
• 20 Names of any underwriters
• 21 Amount of any underwriting fee or commission
• 22 Names of any brokers to the issue
• 23 Fee or commission payable to the broker to the issue
• 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of *security holders

*Class of *securities to which the N/Aoffer relates
date to determine $N/A$*Recordentitlements
Will holdings on different registers $\vert N/A \rangle$(or subregisters) be aggregated forcalculating entitlements?
Policy for deciding entitlements in $N/A$relation to fractions

of $N/A$

$N/A$

$N/A$

$N/A$

$N/A$

$N/A$

$N/A$

• See chapter 19 for defined terms.

25	issue is contingentIf theon*security holders'approval,thedate of the meeting	N/A
26	Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sent topersons entitled	N/A
27	If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders	N/A
28	Date rights trading will begin (ifapplicable)	N/A
29.	Date rights trading will end (ifapplicable)	N/A
30	How do *security holders sell theirentitlements in full throughabroker?	N/A
31	How do "security holders sell partof their entitlements through abroker and accept for the balance?	N/A
32	How do *security holders disposeof their entitlements (except by salethrough a broker)?	N/A
33	*Despatch date	N/A

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)
• Securities described in Part 1 $(a)$ $\checkmark$

$(b)$

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

$+$ See chapter 19 for defined terms.

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	$\parallel$ 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

A copy of any trust deed for the additional *securities

Entities that have ticked box 34(b)

38	Number of securities for which* quotation is sought	N/A
39.	Class of "securities for whichquotation is sought	N/A
40	Do the *securities rank equally in allrespects 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 dothe extent to which theyparticipate for the next dividend,(in the case of a trust,distribution) or interest paymentthe extent to which they do not۰rank equally, other than inrelation to the next dividend,distribution or interest payment	N/A

$\div$ See chapter 19 for defined terms.

41	Reason for request for quotation $N/A$now
	Example: In the case of restricted securities, end ofrestriction period
	on conversion of another security, clearly identify thatother security)
		$f$ accNumber

42 Number and +class of all +securities quoted on ASX (including the securities in clause 38)

Number	+Class
N/A	N/A

Ouotation agreement

• *Quotation of our additional *securities is in ASX's absolute discretion. ASX may $\mathbf{1}$ 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 Coroorations 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.
• 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 the $v_*$ are (will be) true and complete.

Sign here:	11) - Le provincia(Company secretary)	Date: 28 NOVEMBER 2005
Print name:	ROSS KENNEDY

+ See chapter 19 for defined terms.