ST BARBARA LIMITED — Share Issue/Capital Change 2006

Apr 6, 2006

St Barbara Limited ACN 009 165 066 1205 Hay Street, West Perth WA6005 Telephone +61 8 9476 5555 Facsimile 618 9476 5500 Email perth@stbarbara.com.au Website www.stbarbara.com.au

Appendix 3B

We refer to our announcement on 28 March 2006 of the issue of 100,000,000 fully paid ordinary shares on the conversion of a convertible note and attach ASX Appendix 3B.

The current issued capital of the Company comprises:

715,814,131 fully paid ordinary shares

40,025,000 unlisted options

Ross Kennedy Company Secretary

7 April 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 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 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

ORDINARY

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

100,000,000, as announced on 28 March 2006

• See chapter 19 for defined terms.

• $\overline{4}$ Do the "securities rank equally in all YES 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 · the extent to which 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 5 Issue price or consideration Purpose of the issue ISSUE OF SHARES ON CONVERSION OF 6 (If issued as consideration for the \$7,000,000 CONVERTIBLE NOTE. AS. acquisition of assets, clearly identify ANNOUNCED ON 28 MARCH 2006 those assets) $\overline{7}$ Dates of entering "securities into 27 MARCH 2006 uncertificated holdings or despatch of certificates Number Class Number and ⁺class of all 8 715,814,131 ORD *securities quoted on ASX (including the securities in clause 2 if applicable) Number ⁺Class 9 Number and ⁺class of all 40,025,000 UNLISTED *securities not quoted on ASX OPTIONS (including the securities in clause 2 if applicable) $10$ Dividend policy (in the case of a $\vert$ $N/A$ trust, distribution policy) on the increased capital (interests) Part 2 - Bonus issue or pro rata issue

• $\mathbf{H}$ holder approval $N/A$ $\mathbf{ls}$ security 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	determine *Record- 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	N/A
	documents
	Note: Security holders must be told how their entitiements are to be dealt with.
	Cross reference: rule 7.7.
19	of 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 $N/A$ payable to brokers who lodge acceptances or renunciations on behalf of *security holders
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

$\overline{\text{ }*$ See chapter 19 for defined terms.

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

$(a)$

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 conve

⁺ 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 securities for which N/A quotation is sought
40	Do the *securities rank equally in all N/A respects from the date of allotment with an existing "class of quoted

quotation is sought	- 3 Y 7 7 Y
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 the extent to which 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

$\overline{\text{ }*$ 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)
		Number	* Class
42	Number and "class of all "securities" quoted on ASX (including the	N/A	N/A

Ouotation agreement

• $\mathbf{I}$ *Ouotation 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.

securities in clause 38)

• 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 *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.

Date: 6 April 2006

• 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 ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

ROSS KENNEDY

Sign here:

(Company secretary)

Print name:

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⁺ See chapter 19 for defined terms.