STELLAR RESOURCES LIMITED — Capital/Financing Update 2012

Jan 30, 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	43,528,743
3	Principal terms of the +securities(eg, if options, exercise price andexpirydate;ifpartlypaid+securities,theamountoutstandingandduedatesfor+convertiblepayment;ifsecurities,theconversionpriceand dates for conversion)	Fully paid ordinary shares

4	Do the +securitiesrank equally inallrespectsfromthedateofallotment with an existing +classof quoted +securities?	Yes
	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
5	Issue price or consideration	See 6 below
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	The shares are issued as consideration payableby Columbus Metals Limited (a wholly-ownedsubsidiary of Stellar Resources Limited) toGippsland Limited for the purchase of the 40%interest of Gippsland Limited in the HeemskirkTin Project.
7	+securitiesDatesofenteringinto uncertificated holdings ordespatch of certificates	31 January 2012
		Number	+Class
8	+classNumberandofall+securitiesquotedonASX(includingthesecuritiesinclause 2 if applicable)	152,350,601	Ordinary – Fully paid
		Number	+Class
9	+classNumberandofall+securitiesnot quoted on ASX(includingthesecuritiesinclause 2 if applicable)	3,125,0003,000,000	$0.20 26/11/2013 SRZAI$0.20 30/11/2013 SRZAK
10	Dividend policy (in the case of atrust, distribution policy) on theincreased capital (interests)	No change

Part 2 - Bonus issue or pro rata issue

11	Issecurityholderapprovalrequired?
12	Is the issue renounceable or non‐renounceable?
13	+securitiesRatioinwhichthewill be offered
14	+Classof +securitiesto which theoffer relates
15	+Recorddatetodetermineentitlements
16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?
17	Policy for deciding entitlementsin relation to fractions
18	Names of countries in which theentity has +securityholders whowillnotbesentnewissuedocumentsNote: Security holders must be told how their
	entitlements are to be dealt with.Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting feeor commission
22	Namesofanybrokerstotheissue
23	Feeorcommissionpayabletothe broker to the issue

24Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of +securityholders25Iftheissueiscontingenton+securityholders' approval, thedate of the meeting26Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sentto persons entitled27If the entity has issued options,
holderstoparticipateonexercise,thedateonwhichnoticeswillbesenttooptionholders	andthetermsentitleoption
28Date rights trading will begin (ifapplicable)
29Date rights trading will end (ifapplicable)
+security30Howdoholdersselltheir entitlements in full througha broker?
+security31Howdoholderssellpartoftheirentitlementsthrough a broker and accept forthe balance?
+security32Howdoholdersdisposeoftheirentitlements(exceptbysalethroughabroker)?
+Despatch33date

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

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.

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Sign here: ............................................................ Date:31 January 2012

(Company secretary)

Print name: Christina R Kemp.........................................................