STELLAR RESOURCES LIMITED — Share Issue/Capital Change 2014

Nov 25, 2014

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

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	+Class of +securities issued or to beissued	Unlisted options
2	Number of +securities issued or to beissued (if known) or maximum numberwhich may be issued	17,500,000
3	Principal terms of the +securities (e.g.ifoptions, exercise price and expiry date;if partly paid +securities, the amountoutstanding and due dates for payment;if +convertible securities, the conversionprice and dates for conversion)	Unlisted options to subscribe for 1 (one) fully paid ordinaryshare in the Company per option as follows:-in respect of 1,750,000 options, exercise price $0.06,expiry date 20 November 2019;-in respect of 3,500,000 options, exercise price $0.08,expiry date 20 November 2019;-in respect of 5,250,000 options, exercise price $0.10,expiry date 20 November 2019;-in respect of 7,000,000 options, exercise price $0.12,expiry date 20 November 2019.No vesting period applies to the options.

+ See chapter 19 for defined terms.

4	Do the +securities rank equally in allrespects from the +issue date with anexisting +classof quoted +securities?If the additional +securities do not rankequally, please state:the date from which they dothe extent to which they participatefor the next dividend, (in the case ofatrust,distribution)orinterestpaymentthe extent to which they do not rankequally, other than in relation to thenextdividend,distributionorinterest payment	No. Share issued upon exercise of options will rankequally with existing fully paid ordinary shares in theCompany.
5	Issue price or consideration	Nil
6	Purpose of the issue(Ifissuedasconsiderationfortheacquisition of assets, clearly identifythose assets)	The options are being issued under Director Option terms,pursuant to shareholder approval obtained at StellarResources' Annual General Meeting held on 17 November2014.
6a	Is the entity an +eligible entity that hasobtained security holder approval underrule 7.1A?If Yes, complete sections 6b – 6h inrelation to the +securities the subject ofthis Appendix 3B, and comply withsection 6i	Yes
6b	The date the security holder resolutionunder rule 7.1A was passed	17 November 2014
6c	Number of +securities issued withoutsecurity holder approval under rule 7.1	Nil
6d	+securitiesNumberofissuedwithsecurity holder approval under rule 7.1A	Nil

+ See chapter 19 for defined terms.

6e	+securitiesNumberofissuedwithsecurity holder approval under rule 7.3,oranotherspecificsecurityholderapproval (specify date of meeting)	17,500,000
6f	Number of +securities issued under anexception in rule 7.2	Nil
6g	If +securities issued under rule 7.1A, wasissue price at least 75% of 15 day VWAPas calculated under rule 7.1A.3? Include+issuethedateandbothvalues.IncludethesourceoftheVWAPcalculation.	N/A
6h	If +securities were issued under rule7.1A for non-cash consideration, statedateonwhichvaluationofconsiderationwasreleasedtoASXMarket Announcements	N/A
6i	Calculate the entity's remaining issuecapacity under rule 7.1 and rule 7.1A –complete Annexure 1 and release to ASXMarket Announcements	Capacity under LR 7.1 is 45,034,166Capacity under LR 7.1A is 30,022,778
7	+Issue dates	25 November 2014
	Note: The issue date may be prescribed by ASX (refer tothe definition of issue date in rule 19.12). For example,the issue date for a pro rata entitlement issue mustcomply with the applicable timetable in Appendix 7A.
	Cross reference: item 33 of Appendix 3B.
		Number	+Class
8	Number and +class of all +securitiesquotedonASX(includingthe+securities in section 2 if applicable)	300,227,775	Ordinary shares

+ See chapter 19 for defined terms.

• 9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)
• 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) N/A

Number +Class 17,500,000 25,000,000 Unlisted options SRZAI Unlisted Options

Part 2 - Pro rata issue

11	Is security holder approval required?
12	Istheissuerenounceableornonrenounceable?
13	Ratio in which the +securities will beoffered
14	+Class of +securities to which the offerrelates
15	+Record date to determine entitlements
16	Will holdings on different registers (orsubregisters)beaggregatedforcalculating entitlements?
17	Policyfordecidingentitlementsinrelation to fractions
18	Names of countries in which the entityhas security holders who will not be sentnew offer documents
	Note: Security holders must be told how their entitlementsare to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for receipt of acceptances orrenunciations

+ See chapter 19 for defined terms.

20	Names of any underwriters
21	Amount of any underwriting fee or
	commission
22	Names of any brokers to the issue
23	Fee or commission payable to the broker
	to the issue
24	Amount of any handling fee payable to
	brokerswholodgeacceptancesor
	renunciationsonbehalfofsecurity
	holders
25	If the issue is contingent on security
	holders'approval,thedateofthemeeting
26	Date entitlement and acceptance form
	and offer documentswill be sent to
	persons entitled
27	If the entity has issued options, and the
	termsentitleoptionholdersto
	participate on exercise, the date onwhich notices will be sent to option
	holders
28	Daterightstradingwillbegin(if
	applicable)
29	Daterightstradingwillend(if
	applicable)
30	Howdosecurityholdersselltheir
	entitlements in full through a broker?
31	How do security holders sell part of their
	entitlementsthroughabrokerandaccept for the balance?
32	How do security holders dispose of their
	entitlements (except by sale through a

+ See chapter 19 for defined terms.

broker)?

33 +Issue date

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 +securitiesExample: 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 convertiblesecurities

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 +securitiessetting out the number of holders in the categories1 - 1,0001,001 - 5,0005,001 - 10,00010,001 - 100,000100,001 and over
37	A copy of any trust deed for the additional +securities

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38	Number	of	+securities	for	which
	+quotation is sought

• 39 +Class of +securities for which quotation is sought
• 40 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?

If the additional +securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another +security, clearly identify that other +security)

42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)

Number	+Class

+ See chapter 19 for defined terms.

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 is not available now, we 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:.26 November 2014 (Company secretary)

Print name: Christina Kemp

== == == == ==

+ See chapter 19 for defined terms.

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 –Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
Insert number of fully paid +ordinarysecurities on issue 12 months before the+issue date or date of agreement to issue	300,227,775
Add the following:
Number of fully paid +ordinary securities•issued in that 12 month period under anexception in rule 7.2	-
Number of fully paid +ordinary securities•issued in that 12 month period withshareholder approval	-
Number of partly paid +ordinary•securities that became fully paid in that12 month period
Note:•Include only ordinary securities here –other classes of equity securities cannotbe added•Include here (if applicable) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
Subtract the number of fully paid +ordinarysecurities cancelled during that 12 monthperiod	-
"A"	300,227,775

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	45,034,166
Step 3: Calculate "C", the amount of placement capacity under rule7.1 that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:
•Under an exception in rule 7.2
•Under rule 7.1A
•With security holder approval under rule7.1 or rule 7.4
Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
"C"	-
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	45,034,166
Note: number must be same as shown inStep 2
Subtract "C"	-
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	45,034,166
	[Note: this is the remaining placement

capacity under rule 7.1]

+ See chapter 19 for defined terms.

Part 2

Rule 7.1A –Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
"A"	300,227,775
Note: number must be same as shown inStep 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	30,022,778
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1A
Notes:•This applies to equity securities – notjust ordinary securities•Include here – if applicable – thesecurities the subject of the Appendix3B to which this form is annexed•Do not include equity securities issuedunder rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtained•It may be useful to set out issues ofsecurities on different dates as separateline items
"E"	-

+ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remainingplacement capacity under rule 7.1A
"A" x 0.10	30,022,778
Note: number must be same as shown inStep 2
Subtract "E"	-
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E"	30,022,778
	Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.