STELLAR RESOURCES LIMITED — Major Shareholding Notification 2012

Mar 22, 2012

23-03-12;07:40 $\overline{\phantom{a}}$

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1300 135 638

Company: ASX Announcements

FORM 604

Company Announcements

Resource Capital Funds Management Pty Ltd ABN: 25 098 091 715

Level 3, 24 Kings Park Road West Perth WA 6005

Postal Address: PO Box 524 West Perth WA 6872

Telephone: (08) 9476 1900 Facsimile: (08) 9485 2779 perth@rcflp.com e-mail: www.resourcecapitalfunds.com

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Mason Hills

March 23, 2012

03 9649 7200

Company Secretary Stellar Resources Limited

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NOTICE OF CHANGE OF INTERESTS OF SUBSTANTIAL HOLDER

Resource Capital Fund V L.P. lodges the attached Form 604 in relation to Stellar Resources Limited.

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		604	page 1/2	15 July 2001
	Form 604
	Corporations Act 2001Section 671B
	Notice of change of interests of substantial holder
To Company Name/Scheme	STELLAR RESOURCES LIMITED
ACN/ARSN	108 758 961
1. Details of substantialholder(1)
NameACN/ARSN (if applicable)	RESOURCE CAPITAL FUND V L.P. ("RCF V")
There was a change in the interests of thesubstantial holder on	20/03/2012
The previous notice was given to the companyon	16/03/2012
The previous notice was dated	16/03/2012

2. Previous and present voting power

The 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 a relevant interest (3) in when last required, and when now r

.

Class of securities (4)	Previous notice			Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power(5)
ORDINARY FULLY PAID	33,483,333	14.98%	36 114.450	16.16%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company are as follows:

Date ofchange	Person whoserelevant interestchanged	Nature ofchange (6)	Considerationgiven in relation tochange (7)	Class andnumber ofsecuritiesaffected	Person's votesaffected
20/03/2012	RCF V	SHORTFALL	$210,489.36	2,631,117ORDINARYFULLY PAID	2,631.117

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder ofrelevantInterest	Registeredholder ofsecurities	Person entitled to beregistered as holder(8)	Nature of relevantinterest (6)	Class andnumber ofsecurities	Person'svotes
RCF V	RCF V	RCF V	OWNER	ORDINARYFULLY PAID36,114,450	36,114,450

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				604	page 2/2	15 July 2001
	5. Changes in association		The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial
	holder in relation to voting interests in the company or scheme are as follows:
	Name and ACN/ARSN (if applicable)		Nature of association
	6. Addresses
	The addresses of persons named in this form are:
	Name		Address
	RCFV		1400 SIXTEENTH STREET, SUITE 200, DENVER CO 80202, USA
	Signature
	print name	MASON HILLS			capacity AUTHORISED OFFICER
	sign here	M. shills
				Date	23/03/2012
			DIRECTIONS
(1)			If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or themanager 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
	names and addresses of members is clearly set out in paragraph 6 of the form.		are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the
(2)	See the definition of "associate" in section 9 of the Corporations Act 2001.
(3)			See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
(4)			The voting shares of a company constitute one class unless divided into separate classes.
(5)			The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
(6)	Include details of:
	(a)		any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies,
			a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of
	arrangement; and		any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or
	(b)		any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal ofthe securities to 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.
(7)			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 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.
(8)			If the substantial holder is unable to determine the identify of the person (eg. if the relevant interest arises because of an option) write "unknown".
(9)			Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.