STELLAR RESOURCES LIMITED — Capital/Financing Update 2012

Feb 5, 2012

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

STELLAR RESOURCES LIMITED

ABN

96 108 758 961

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1	+Classof +securitiesissued or tobe issued	Ordinary Shares
2	Number of +securitiesissued ortobeissued(ifknown)ormaximum number which may beissued	31,921,078
3	Principal terms of the +securities(eg, if options, exercise price andexpirydate;ifpartlypaid+securities,theamountoutstandingandduedatesfor+convertiblepayment;ifsecurities,theconversionpriceand dates for conversion)	1 for 6 fully underwritten entitlement offer at $0.08 pershare

4	Do the +securitiesrank equally inallrespectsfromthedateofallotment with an existing +classof quoted +securities?If the additional securities do notrank equally, please state:•the date from which they do•theextenttowhichtheyparticipateforthenextdividend,(inthecaseofatrust, distribution) or interestpayment•the extent to which they donot rank equally, other than inrelation to the next dividend,distributionorinterestpayment	Yes
5	Issue price or consideration	$0.08 per share
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	To fund further drilling and other work at the HeemskirkTin Project to advance the development and feasibility ofthe project and general working capital purposes.
7	+securitiesDatesofenteringinto uncertificated holdings ordespatch of certificates	8 March 2012
		Number	+Class
8	+classNumberandofall+securitiesquotedonASX(includingthesecuritiesinclause 2 if applicable)	184,271,679	Ordinary – Fully paid
		Number	+Class
9	+classNumberandofall+securitiesnot quoted on ASX(includingthesecuritiesinclause 2 if applicable)	3,125,000	$0.20 options expire on 26/11/2013SRZAI
		3,000,000	$0.20 options expire on 30/11/2013SRZAK
10	Dividend policy (in the case of atrust, distribution policy) on theincreased capital (interests)	Not applicable

Part 2 - Bonus issue or pro rata issue

11	Issecurityholderapprovalrequired?	No
12	Is the issue renounceable or non‐renounceable?	Non-renounceable
13	+securitiesRatioinwhichthewill be offered	1 fully paid ordinary share for every 6 fullypaid ordinary shares held
14	+Classof +securitiesto which theoffer relates	Fully paid ordinary shares
15	+Recorddatetodetermineentitlements	7.00pm 14 February 2012
16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?	Yes
17	Policy for deciding entitlementsin relation to fractions	Fractions rounded up to nearest whole numberof shares
18	Names of countries in which theentity has +securityholders whowillnotbesentnewissuedocumentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.	FijiMalaysiaPapua New GuineaSingaporeSwitzerlandUnited KingdomUnited States of America
		West Malaysia
19	Closingdateforreceiptofacceptances or renunciations	5.00pm 29 February 2012
20	Names of any underwriters	Taylor Collison Limited
21	Amount of any underwriting feeor commission	2.00% management fee and4.00% underwriting fee, plus GST.
22	Namesofanybrokerstotheissue	Taylor Collison Limited
23	Feeorcommissionpayabletothe broker to the issue	N/A

• See chapter 19 for defined terms.

24	Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of +securityholders	Nil
25	Iftheissueiscontingenton+securityholders' approval, thedate of the meeting	N/A
26	Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sentto persons entitled	No prospectus or product disclosure formstatement has been prepared. An offer bookletcontaining the entitlement and acceptance formwill be mailed to eligible shareholders on 15February 2012.
27	If the entity has issued options,andthetermsentitleoptionholderstoparticipateonexercise,thedateonwhichnoticeswillbesenttooptionholders	6 February 2012
28	Date rights trading will begin (ifapplicable)	N/A
29	Date rights trading will end (ifapplicable)	N/A
30	+securityHowdoholdersselltheir entitlements in full througha broker?	N/A
31	+securityHowdoholderssellpartoftheirentitlementsthrough a broker and accept forthe balance?	N/A
32	+securityHowdoholdersdisposeoftheirentitlements(exceptbysalethroughabroker)?	N/A
33	+Despatchdate	8 March 2012

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities (tick one)
• (a) Securities described in Part 1

(b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

N/A

Tick to indicate you are providing the information or documents

• 35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders
• 36 If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 ‐ 1,000 1,001 ‐ 5,000 5,001 ‐ 10,000 10,001 ‐ 100,000 100,001 and over

37 A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

38	Number of securitiesfor which+quotationis sought
	+securities
39	Classofforwhichquotation is sought
40	Do the +securitiesrank equally inallrespectsfromthedateofallotment with an existing +classof quoted +securities?
	If the additional securities do notrank equally, please state:•the date from which they do•theextenttowhichtheyparticipateforthenextdividend,(inthecaseofatrust, distribution) or interestpayment•the extent to which they donot rank equally, other than inrelation to the next dividend,distributionorinterestpayment
41	Reason for request for quotationnow
	Example: In the case of restricted securities, endof restriction period
	(ifissueduponconversionofanother security, clearly identifythat other security)
		Number	+Class
42	+classNumberandofall+securitiesquotedonASX
	(including the securities in clause

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
• 2 We warrant the following to ASX.
  • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those +securities should not be granted +quotation.
  • An offer of the + securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no‐one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

== == == == ==

Sign here: ............................................................ Date: 6 February 2012

(Company secretary)

Print name: Christina R Kemp

• See chapter 19 for defined terms. 24/10/2005Appendix 3B Page 7