ST BARBARA LIMITED — Share Issue/Capital Change 2006

Nov 8, 2006

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 177/98, 179/99, 177/2000, 30/9/2001, 11/3/2002, 171/2003.

Name of entity

ST BARBARA 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 issued

Unlisted employee options

• $\overline{2}$ Number of *securities issued or to be issued (if known) or maximum number which may be issued
• Principal terms of the ⁺securities 3 (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)

3,000,000

3,000,000 options convertible to 3,000,000 fully paid ordinary shares with an exercise price of \$0.528, expiring 11 September 2011.

⁺ See chapter 19 for defined terms.

with an existing "class of quoted *securities?	shares on issue.
If the additional securities do not rank equally, please state: the date from which they do the extent which to they ۰ participate for the next dividend, of. the case a (in trust. distribution) or interest payment the extent to which they do not ۰ rank equally, other than $\overline{\mathbf{m}}$ relation to the next dividend, distribution or interest payment
Issue price or consideration	\$0.528 each
Purpose of the issue		Issue of 3,000,000 unlisted employee options
acquisition of assets, clearly identify those assets)
Dates of entering "securities into uncertificated holdings or despatch of certificates	26 October 2006
class Number and οf all securities quoted ASX on (including the securities in clause 2 if applicable)	818,890,567	+ Class ORD
		* Class
and οf *securities not quoted on ASX (including the securities in clause 2 if applicable)		UNLISTED OPTIONS
Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	N/A
	(If issued as consideration for the Number *class all	Number Number 37,900,000

$\mathbf{P}$

$11$ security $\mathbf{I}\mathbf{s}$ holder approval N/A required? 12 Is the issue renounceable or non- $N/A$ renounceable?

⁺ See chapter 19 for defined terms.

13	Ratio in which the "securities will be offered	N/A
14	+ Class of + securities to which the offer relates	N/A
15	*Record determine date to entitlements	N/A
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	N/A
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	N/A
	Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.
19	Closing date for of 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

⁺ See chapter 19 for defined terms.

27	If the entity has issued options, and the terms entitle option holders to	N/A
	participate on exercise, the date on which notices will be sent to option holders
28	Date rights trading will begin (if applicable)	N/A
29	Date rights trading will end (if applicable)	N/A
30	How do *security holders sell their	N/A
	entitlements in full through -a broker?
31	How do *security holders sell part	N/A
	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 - Quotation of securities

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

• 34 Type of securities $(iick one)$
• Securities described in Part 1

$(b)$

$(a)$

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

$+$ 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	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 $N/A$ * quotation is sought
39	Class of $\beta$ securities for which $N/A$ quotation is sought
40.	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 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	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 of restriction period
	on conversion of another security, clearly identify that other security)
		$+$ f $^{\circ}$ loee Number

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

	Number	+Class
×	N/A	N/A
۰ ÷

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 they are (will be) true and complete.

Date: 9 November 2006

Print name: ROSS KENNEDY

___ __ __ __ __ __

⁺ See chapter 19 for defined terms.