STELLAR RESOURCES LIMITED — Major Shareholding Notification 2012

Mar 15, 2012

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	RESOURCECAPITAL FUNDS			Resource Capital FundsManagement Pty LtdABN: 25 098 091 715
				Level 324 Kings Park RoadWest Perth WA 6005
To:	Company Announcements	From:	Mason Hills	Postal Address:PO Box 524
Fax:	1300 135 638	Pages:	3	West Perth WA 6872
	Company: ASX Announcements	Date:	March 16, 2012	Telephone: (08) 9485 2770Facsimile: (08) 9485 2779perth@rcflp.come-mail:
Re:	FORM 604	CC:	Company SecretaryStellar Resources Ltd03 9649 7200	www.resourcecapitalfunds.com

NOTICE OF CHANGE OF INTERESTS OF SUBSTANTIAL HOLDER

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

$16 - 03 - 12$ ; $14:16$ ;					: +61 8 94852779	#2/
				604	page 1/2	15 July 2001
			Form 604
			Corporations Act 2001Section 671B
			Notice of change of interests of substantial holder
Company Name/SchemeТο		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		08/03/2012
The previous notice was given to the companyon		14/02/2012
The previous notice was dated		14/02/2012

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2. Previous and present voting power

(2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:follows: 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

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power(5)
ORDINARY FULLY PAID	28,700,000	12.84%	33.483.333	14.98%

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
08/03/2012	RCF V	ENTITLEMENTOFFER	$382,666.67	4.783.333ORDINARYFULLY PAID	4.783,333

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

						604	page 2/2	15 July 2001
		5. Changes in associationThe persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantialholder 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
		RCF V				1400 SIXTEENTH STREET, SUITE 200, DENVER CO 80202, USA
	Signature	print name	MASON HILLS				capacity AUTHORISED OFFICER
			M. still
		sign here				Date	16/03/2012
					DIRECTIONS
						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 personsare essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with thenames and addresses of members is clearly set out in paragraph 6 of the form.
		See the definition of "associate" in section 9 of the Corporations Act 2001.
		See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
		The voting shares of a company constitute one class unless divided into separate classes.
		The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
	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 ofany contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme orarrangement; and
	(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.
		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 ornot of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to theacquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
(2)(3)(4)(5)(6)(7)(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".