STELLAR RESOURCES LIMITED — Major Shareholding Notification 2012

Feb 13, 2012

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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

e-mail:

West Perth WA 6872

Telephone: (08) 9476 1900 Facsimile: (08) 9485 2779

www.resourcecapitalfunds.com

perth@rcflp.com

To:	Company Announcements	From:	Mason Hills
Fax:	1300 135 638	Pages:	-3
	Company: ASX Announcements	Date:	February 14, 2012
Re:	FORM 603٠	cc:	Company Secretary StellarResources Limited03 9649 7200

$\Box$ ORGENT $\Box$ FOR REVIEW $\Box$ PLEASE REPLY $\Box$ PLEASE COMMENT $\Box$ PLEASE RECYCLE

NOTICE OF INITIAL SUBSTANTIAL HOLDER

Resource Capital Fund V L.P. lodges the attached Form 603 in relation to Stellar Resources Limited.

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603

; +61 8 94852779

page 1/2

15 July 2001

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Form 603

Corporations Act 2001 Section 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)	RESOURCE CAPITAL FUND V L.P. ("RCF V")

The holder became a substantial holder on 08/02/2012

2. Details of 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 on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Persons votes (5)	Voting power (6)
ORDINARY FULLYPAID	28,700,000	28,700,000	12.84%

Details of relevant interests $3.$

The 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 substantial holder are as follows:

--------Holder of relevant interest	Nature of relevantinterest	Class and number of securities
RCF'-----	OWNER.	28,700,000

4. Details of present registered holders

The 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 number ofsecurities
RCF V	RCF V	RCF V	28.700.000 ORDINARYFULLY PAID

5. Consideration

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 a substantial holder is as follows:

Holder of relevantinterest	Date of acquisition	Consideration (9)		Class and number ofsecurities
		Cash	Non-cash
RCF V	8/02/2012	$2,296,000		28.700.000

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603

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:

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	___---

Signature

print name	MASON HILLS	capacity	AUTHORISED OFFICER
sign here	" Julls	date	14/02/2012

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the $(1)$ 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.
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations A. $(3)$
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• $(5)$ 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.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$
• Include details of: $(7)$
  • any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any (a) document setting out 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 $(b)$ the 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.

• If the substantial holder is unable to determine the identity of the person (eg. If the relevant interest arises because of an option) write "unknown". $(8)$
• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has. $(9)$ 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.