STELLAR RESOURCES LIMITED — Major Shareholding Notification 2017

Mar 13, 2017

No. 0870 Р. -1

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

Telephone: +61 8 9476 1900 Facsimile: +61 8 9485 2779 ref@reflp.com e-mail: www.resourcecapitalfunds.com

To :	Company Announcements	From :	Miriam Sharp
Fax No :	1300 135 638	Pages:	-3
Company:	ASX Announcements	Date :	March 14, 2017
Subject :	FORM 604	Copy:	Company SecretaryChristina KempStellar Resources LimitedFax: 03 9649 7200

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.

Yours faithfully

Miriam Sharp

1. Mar. 2017 10:55

No. 0870 $P. 2$

804	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	108 758 961
1. Details of substantialholder(1)
Name		RESOURCE CAPITAL FUND V L.P. ("RCF V")
ACN/ARSN (if applicable)
There was a change in the interests of thesubstantial holder on		10/03/2017
The previous notice was given to the companyon.		3/04/2014
The previous notice was dated		3/04/2014

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 required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice	- - - -	Present notice
	Person's votes	Voting power (5)	Person's votes	Voling power(5)
ORDINARY FULLY PAID	36.114.450	12.03%	36.114.450	9.64%

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
10/03/2017	RCF V	Dilution resultingfrom Issue ofshares	N/A	N/A	N/A

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
RCFV	RCF V	RCF V	OWNER	ORDINARYFULLY PAID36.114.450	36,114,450

page 2/2

16 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 voling interests in the company or scheme are as follows:

---AC.NName .25,05,05and-- -- ----	ша..
	------------
__

6. Addresses

The addresses of persons named in this form are:

Name	..---Address
RCF V	_ _ _ _ _ _ _ _ _STREETSUITE------ 25200USADENVER$\sim$-80909400FFN31 Aουευε∼
	--

Signature

print name sign here

Date 13/03/2017

capacity AUTHORISED OFFICER

604

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 6 of the form.
• $(2)$ 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.

PETER NIGHOLSON

• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• $(6)$ Include details of:
  • any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, $(a)$ a copy of any document selting out the terms of any relevant agreement, and a stalement 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
  • $(b)$ any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of 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.

Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, $(7)$ 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.

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". $(8)$

Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$