STELLAR RESOURCES LIMITED — Major Shareholding Notification 2010

Dec 7, 2010

The Company Secretary Stellar Resources Limited Level 7 Exchange Tower 530 Little Collins Street Melbourne VIC 3000 Australia

Companies Announcements Office Australian Stock Exchange Limited 20 Bridge Street Sydney, NSW, 2000 Australia

StarCapital S.A. 2, Parc d'Activité Syrdall L-5365 Munsbach

Telefon: +352 - 43 11 80-0 Telefax: $+352 - 43$ 11 80-49 E-Mail: info@starcapital.lu Internet: www.starcapital.lu

Geschäftsleitung: Holger H. Gachot Matthias Schirpke

Vorsitzender des Verwaltungsrates: Peter E. Huber

07.12.2010

Form 603

Dear Sir or Madam

Please find attached Form 603 (notice of initial substantial holder).

If you have any questions please don't hesitate to contact me.

Sincerely yours

17 T 4olgerH. Gachot

Annexures: Form 603 (pages $2 - 3$ ) Annexure A: Information about placement of shares by Stellar Resources (pages 4 - 6) Annexure B:

$A/6$

603 page 1/2 15 July 2001

Form 603Corporations Act 2001Section 671B
Notice of initial substantial holder
To Company Name/Scheme		Stellar Resources Limited
ACN/ARSN	108 758 961
1. Details of substantial holder (1)NameACN/ARSN (if applicable)		STARCAP - Pergamon (fund of StarCapital S.A.)
The holder became a substantial holder on		12/06/2010
2. Details of voting powerThe total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had arelevant interest (3) in on the date the substantial holder became a substantial holder are as follows:
Class of securities (4)		Number of securities	Person's votes (5)		Voting power (6)
Ordinary shares		7,000,000	7,000,000		6.43% based on
					108,821,858 ORD shares
3. Details of relevant interestsThe nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantialholder are as follows:					quoted on ASX afterprivate placement
	Holder of relevant interest		Nature of relevant interest (7)		Class and number of securities
STARCAP - Pergamon		Beneficial holder of		ORD 7,000,000
		shares
4. Details of present registered holdersThe persons registered as holders of the securities referred to in paragraph 3 above are as follows:
Holder of relevantinterest		Registered holder ofsecurities	Person entitled to beregistered as holder (8)		Class and numberof securities
STARCAP - Pergamon		J.P. Morgan Nominee$		STARCAP - Pergamon	ORD 7,000,000
		Australia Ltd.

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became asubstantial holder is as follows:

Holder of relevantinterest	Date of acquisition	Consideration (9)	Class and numberof securities
		:ash	Non-cash
STARCAP - Pergamon	12/06/2010	1,050,000		ORD 7,000,000

Ammerure A

$2/6$

12/07/2010

603 page 2/2 15 July 2001

6. Associates The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows: Name and ACN/ARSN (if applicable) Nature of association 7. Addresses The addresses of persons named in this form are as follows: Name Address StarCapital S.A. 2, Parc d'Activité Syrdall, L-5365 Munsbach J.P. Morgan Nominees Level 21, 55 Colins Street, Melbourne, VIC 3000 $-90/6/54$ Australia Ltd. ESTE STATISTIKA I Signature Chief Executive Officer StarCapital S.A. ga Bürganschrift:2. Parc of Activité Syrdall Holge StarCapital S.A. orint name capacity L-6366-MunchachTelefón 7352 - 43 11 80-0Telefax +352 - 43 11 80-49 sign here $12/$ -07 203 date DIRECTIONS $(1)$ If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form. $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001. $\left{ 3\right}$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $\left( 0\right)$ The voting shares of a company constitute one class unless divided into separate classes. $(5)$ The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in. $[6] \centering% \includegraphics[width=0.9\columnwidth]{figures/2011.pdf} \caption{A small dashed line shows a function of the dashed line. The dashed line shows the dashed line shows the dashed line. The dashed line shows the dashed line shows the dashed line shows the dashed line shows the dashed line shows the dashed line shows the dashed line shows the dashed line shows the dashed line shows the dashed line shows the$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $\left( i\right)$ Include details of: any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out ${a}$ the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to ${0}$ which the relevant interest relates (indicating clearly the particular securities to which the qualification applies). See the definition of "relevant agreement" in section 9 of the Corporations Act 2001, If the substantial holder is unable to determine the identity of the person ( cg. if the relevant interest arises because of an option) write "unknown". $\langle 8\rangle$ Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become $\langle 0 \rangle$ entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

romaine A

12/07/2010

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29 November 2010

StarCapital Pergamon Fund

Fax/Email: Elsass@t-online.de & knoepfler@starcapital.ch

Strictly Confidential

Dear Markus

Stellar Resources Limited OFFER OF PLACEMENT SHARES

Background

Stellar Resources Ltd ("Stellar Resources" or the "Company") is an ASX listed exploration and development company. The Companies corporate strategy is to identify mature exploration properties with a high probability of yielding a resource. Exploration is focused in South Australia and Tasmania where the company has the advantage of a highly prospective land position.

Taylor Collison Ltd ("Taylor Collison") has been engaged as Lead Managers to assist Stellar Resources with a placement of new shares. The total amount to be raised by the placement is $2,100,000.

Pricing of Placement Shares

The issue price of the Placement Shares will be A$0.15 per Placement Share.

Offer of Placement Shares

Subject to the terms and conditions of this letter, we are pleased to offer you an allocation of Placement Shares (the "Offer") as follows:

Placement Shares allocation	_______________________________________
_______________________________________	7,000,000
Placement amount	$1,050,000.00

The Offer is open for your acceptance until 5.00pm Adelaide time on Monday, 29 November 2010.

Expected Timetable

The expected timetable (aspects of which may change at Taylor Collison's or the Company's discretion) is as follows:

Acceptances of Offer of New Shares	,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,5pm Monday 29 November 2010
Application forms & subscription monies due	2pm Thursday 2 December 2010
Expected Allotment of shares	Tuesday 6 December 2010

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$4/6$

Hansserne B

12/07/2010

Nature of Offer

The Offer is made personally to your organisation and the rights and obligations arising from its acceptance cannot be transferred or assigned to, or renounced in favour of, any other person.

Taylor Collison Limited has not given you a disclosure document relating to this Offer because it has relied upon the exception set out in Section 708 of the Corporations Act for the reason that it is satisfied that you have:

• a detailed understanding of the workings and dynamics of the stock market and share investments; $\bullet$
• $\bullet$ previously invested in high risk and speculative securities and have demonstrated your appreciation of the specific risks involved in various types of equities investments including this type of investment;
• have previously invested in companies with a small market capitalisation and have demonstrated your ø appreciation of the specific risks involved in this type of investment;
• an appreciation of the risks involved with a placement; and
• independently reviewed and considered the financial position, performance and prospects of the Company.

Please note that Taylor Collison expressly reserves the right to withdraw, modify or vary this Offer or to allocate to you a lesser number of shares prior to allotment, notwithstanding your acceptance of this offer before that time.

Settlement Obligation

You will be required, unless you are otherwise advised, to lodge with Taylor Collison, on or before 2pm Adelaide time Thursday, 2 December 2010, a valid application for the number of shares set out in this Offer letter with the applicable subscription monies by way of a valid cheque (made payable to "Taylor Collison Limited") in respect of your obligation.

Alternatively you can deposit the subscription funds into our trust account, details are as follows:
------------------------------------------------------------------------------------------------------

Bank:	ANZ Bank Ltd
	Bureau De Change
	121 King William Street
	Adelaide SA 5000
Account Name:	Taylor Collison Limited Trust Account
Swift Code:	ANZBAU3M
BSB :	015 010
A/c.	401 789 241
BIC Code:	TAYLAU51XXX
Ref:	SRZ101,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

Disclaimer and Other Matters

In accepting this Offer, you acknowledge and agree that:

• 1. Neither Taylor Collison nor any of its directors, officers or employees nor the Company or any of its directors, officers or employees makes any warranty or representation as to the accuracy or completeness of any information issued with regard to the New Shares (the "Information") and given to you, and Taylor Collison, its directors, officers and employees exclude and disclaim, to the fullest extent permitted by law, any responsibility to you for any errors or inaccuracies in the Information or the Offer;
• 1. You have acted entirely on the basis of your own investigations and decisions and not in reliance on any act or representation made by any other person;
• 1. It is the responsibility of any placee outside of Australia to ensure compliance with all laws of any country relevant to the subscription for New Shares;
• 1. The allotment and issue of those New Shares will not cause you or your associates to contravene section 606 of the Corporations Act (ie. the 19.99% limit);

Proced Same P

$5/6$

• 1. The agreement between us arising out of your acceptance of the Offer is governed by the Laws of South Australia and you agree to submit to the non-exclusive jurisdiction of the Courts in that State;
• 1. The terms and conditions of this letter constitute the entire agreement between us to the exclusion of all prior representations and understandings between us. Any variation to the terms of this agreement must be in writing and signed by each of us;
• 1. The Offer does not constitute a securities recommendation; and
• 1. Taylor Collison and its associates have a financial interest in the successful placement of these New Shares. Taylor Collison will receive a placement fee of 5%.

Acceptance

To accept the Offer of Placement Shares, please execute the attached application form and return it to Taylor Collison before 2pm Adelaide time on Monday, 29 November 2010.

If you require any further information, please do not hesitate to contact me on 08 8217 3900.

Yours faithfully TAYLOR COLLISON LIMITED

Craig Ball Director

M/O7/2010

Hamame B