STELLAR RESOURCES LIMITED — Major Shareholding Notification 2017

Apr 26, 2017

No. 0897 $P. 1$

Resource Capital FundsManagement Pty Ltd Level 3, 24 Kings Park Road West Perth WA 6005 Australia

Telephone: +61 8 9476 1900 Facsimile: +61 8 9485 2779 $ref(\partial_{\mathcal{C}} f(p.com)$ e-mail: www.resourcecapitalfunds.com

To :	Company Announcements	From :	Miriam Sharp
Fax No :	1300 135 638	Pages:	з
Company:	ASX Announcements	Date :	April 27, 2017
Subject:	FORM 604	Copy:	Company Secretary
			Christina Kemp
			Stellar Resources Limited
			Fax: 03 9649 7200

NOTICE OF CHANGE OF INTERESTS OF SUBSTANTIAL HOLDER

$\bar{1}$

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

Yours faithfully

Miriam Sharp

Р. $\sqrt{2}$ No. 0897

604	page 1/2	15 July 2001

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	STELLAR RESOURCES LIMITED
ACN/ARSN	106 758 961
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	27/04/2017
The previous notice was given to the company٥n	10/03/2017
The previous notice was dated	10/03/2017
_______

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 follows:

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power(5)
ORDINARY FULLY PAID	36.114.450	9.64%	27.114.450	14%

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 whoseralevant interestchanged	Nature ofchange (6)	Considerationgiven in relation tochange (7)	Class andnumber ofsecuritiesaffected	Person's votesaffected
19/04/2017	RCFV	On Market Sales	A$68,637.64	FULLY PAIDORDINARYSHARES-2.542.135	$-2,542,135$
20/04/2017	RCFV	On Market Sales	A$93,362.35	FULLY PAIDORDINARYSHARES$-3,457,865$	$-3,457,865$
23/04/2017	RCFV	On Market Sales	A$13.104.00	FULLY PAIDORDINARYSHARES-468.000	$-468,000$
26/04/2017	RCFV	On Market Sales	A$70,896.00	FULLY PAIDORDINARYSHARES$-2,532,000$	$-2,532,000$

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$^{(0)}$	Nature of relevantInterest (6)	Class andnumber ofsecurities	Person'svotes
RGF V	RCF V	RCF V	OWNER	ORDINARYFULLY PAID27.114,450	27.114.450

$\label{eq:2.1} \mathcal{L}(\mathcal{L}^{\text{max}}{\mathcal{L}}(\mathcal{L}^{\text{max}}{\mathcal{L}}),\mathcal{L}^{\text{max}}{\mathcal{L}}(\mathcal{L}^{\text{max}}{\mathcal{L}}))$

		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	PETER NICHOLSON	capacity AUTHORISED OFFICER
		sign here		27/04/2017Date
				DIRECTIONS
				manager and trustee of an equily 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 the
		See the definition of "associate" in section 9 of the Corporations Act 2001.		names and addresses of members is clearly set out in paragraph 6 of the form.
(2)
$\circ$				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.
(4)$\left( \frac{1}{2} \right)$		Include details of:		The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
(6)	(a)	arrangement; and		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 or
	(b)			any qualification of the power of a person to exercise, control the exerclee 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 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.
(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".