RNS Number:6737S
St. Barbara Mines Limited
01 December 2003




ASX SHAREHOLDERS REPORT

Appendix 3B Notice

Attached please find Appendix 3B notice for unlisted options issued to Resource
Capital Fund II.



Appendix 3B

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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).


1  +Class of +securities issued Unlisted options
   or to be issued



2  Number  of +securities       17,382,463
   issued or to be issued (if
   known) or maximum number
   which may be issued



3  Principal terms of the                Expiry Date            Exercise Price     Number
   +securities (eg, if options,
   exercise price and expiry             24 May 2008               A$0.1138      14,252,357
   date; if partly paid
   +securities, the amount               24 May 2008               A$0.2086         485,953
   outstanding and due dates
   for payment; if +convertible          24 May 2008               A$0.2124       2,386,296
   securities, the conversion
   price and dates for                   24 May 2008               A$0.2125         257,857
   conversion)
                                                                                 17,382,463


4  Do the +securities rank      Yes - once the options are exercised
   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

   *       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 See Part 1 Section 3



   Purpose of the issue         Corporate debt facility fee

6  (If issued as consideration
   for the acquisition of
   assets, clearly identify
   those assets)


7     Dates of entering         28 November 2003
      +securities into
      uncertificated holdings
      or despatch of
      certificates



                                Number                                +Class

8     Number and +class of all  539,149,157                           Fully paid ordinary shares
      +securities quoted on ASX
      (including the securities
      in clause 2 if
      applicable)               44,329,772                            Listed Options

                                                                      Expiry 29 Feb 2004

                                                                      Exercise price $0.30 each


                                Number                                         +Class

9     Number and +class of all                                 Unlisted Options
      +securities not quoted on                      5,000,000 23/12/2004 - 0.25
      ASX (including the                             5,000,000 23/12/2004 - 0.35
      securities in clause 2 if                      5,000,000 23/12/2004 - 0.45
      applicable)                                   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
                                                       241,854 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 06/09/2005 - 0.2125
                                                        50,894 06/09/2005 - 0.2086
                                                       249,917 06/09/2005 - 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 31/12/2005 - 0.11
                                                     1,482,677 07/07/2006 - 0.2125
                                                       151,040 07/07/2006 - 0.2086
                                                       741,686 07/07/2006 - 0.2124
                                                     3,177,890 07/07/2006 - 0.1138
                                                     5,834,004 07/01/2007 - 0.2125
                                                       594,308 07/01/2007 - 0.2086
                                                     2,918,376 07/01/2007 - 0.2124
                                                    17,430,243 07/01/2007 - 01138
                                                     1,575,000 17/01/2008 - 0.35
                                                    14,252,357 24/05/2008 - 0.1138
                                                       485,953 24/05/2008 - 0.2086
                                                     2,386,296 24/05/2008 - 0.2124
                                                       257,857 24/05/2008 - 0.2125
                                                    89,065,026


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



Part 2 -  Bonus issue or pro rata issue


11     Is security holder approval required?   N/A



12     Is the issue renounceable or            N/A
       non-renounceable?

13     Ratio in which the +securities will be  N/A
       offered

14     +Class of +securities to which the      N/A
       offer relates

15     +Record date to determine entitlements  N/A

16     Will holdings on different registers    N/A
       (or subregisters) be aggregated for
       calculating entitlements?

17     Policy for deciding entitlements in     N/A
       relation to fractions



18     Names of countries in which the entity  N/A
       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 of acceptances N/A
       or renunciations

20     Names of any underwriters               N/A





21     Amount of any underwriting fee or       N/A
       commission

22     Names of any brokers to the issue       N/A



23     Fee or commission payable to the        N/A
       broker to the issue

24     Amount of any handling fee payable to   N/A
       brokers who lodge acceptances or
       renunciations on behalf of +security
       holders

25     If the issue is contingent on +security N/A
       holders' approval, the date of the
       meeting

26     Date entitlement and acceptance form    N/A
       and prospectus or Product Disclosure
       Statement will be sent to persons
       entitled

27     If the entity has issued options, and   N/A
       the terms entitle option holders to
       participate on exercise, the date on
       which notices will be sent to option
       holders

28     Date rights trading will begin (if      N/A
       applicable)

29     Date rights trading will end (if        N/A
       applicable)

30     How do +security holders sell their     N/A
       entitlements in full through a broker?

31     How do +security holders sell part of   N/A
       their entitlements through a broker and
       accept for the balance?

32     How do +security holders dispose of     N/A
       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

       (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


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
       +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

41     Reason for request for quotation now    N/A

       Example: In the case of restricted
       securities, end of restriction period



       (if issued upon conversion of another
       security, clearly identify that other
       security)



                                               Number                     +Class

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



Quotation agreement



1              +Quotation of our additional +securities is in ASX's absolute
discretion.  ASX may quote the +securities on any conditions it decides.



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 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.



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.



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.





Sign here:

Date: ..28 November 2003...

(Director/Company secretary)


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


Alan Rule

Company Secretary

28 November 2003

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.


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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