SUNSTONE METALS LTD — Director's Dealing 2009

Dec 6, 2009

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Avalon Minerals Ltd
ACN/ARSN	123 184 412
1. Details of substantial holder (1)
Name	David McSweeney
ACN/ARSN (if applicable)
There was a change in the interests of thesubstantial holder on		3/12/2009
The previous notice was given to the company on		15/06/2009
The previous notice was dated		15/06/2009

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
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Ordinary Shares	12,786,442	14.6%	12,961,119	12.89%

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 or scheme are as follows:

Date ofchange	Person whoserelevant interestchanged	Nature of change (6)	Consideration givenin relation to change(7)	Class and numberof securitiesaffected	Person's votesaffected
03/12/2009	BrookmanResourcesP/L	On marketpurchase	22 cents	100,000OrdinaryShares	100,000
04/12/2009	BrookmanResourcesP/L	On marketpurchase	22 cents	74,677Ordinaryshares	74,677

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevantinterest	Registered holderof securities	Person entitled tobe registered asholder (8)	Nature of relevantinterest (6)	Class andnumber ofsecurities	Person's votes
DavidMcSweeney	DavidMcSweeney		Direct	6,013,333OrdinaryShares	6,013,333
BrookmanResourcesP/L	BrookmanResources		Direct	6,907,787OrdinaryShares	6,907,787

		-
A, M, MMcSweeney	A, M, MMcSweeney		Direct	39,999Ordinary	39,999

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 voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable) Nature of association

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
David McSweeney	c/- Suite 2, 2 Richardson St West Perth WA 6005
Brookman Resources P/LA, M, M McSweeney	same

Signature

print name	David McSweeney	capacity	Director
sign here		date	07/12/2009

DIRECTIONS

• $(1)$ If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the 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.
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• $(3)$ 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. $(4)$
• 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) $(a)$ 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 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.

$(7)$ 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 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 identity of the person (eg. if the relevant interest arises because of an option) write $(8)$ "unknown".
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$

Appendix 3Y

Rule 3.19A.2

Change of Director's Interest Notice

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 30/9/2001.

Name of entity: AVALON MINERALS LTD
ABN: 68 123 184 412

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

David McSweeney
11 November 2009

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.	BrookmanResourcesPtyLtdMcSweeney Super Fund – Directorand Beneficiary
Date of change	$3 - 4$ December 2009
No. of securities held prior to change	12,786,442 Ordinary Shares3,300,000 Options
Class	Ordinary Shares
Number acquired	174,677 Ordinary Shares
Number disposed
Value/ConsiderationNote: If consideration is non-cash, provide details and estimated valuation	22 cents per share
No. of securities held after change	12,961,119 Ordinary Shares3,300,000 Options

+ See chapter 19 for defined terms.

Nature of changeExample: on-market trade, off-market trade, exercise of options, issue ofsecurities under dividend reinvestment plan, participation in buy-back	On Market Purchase

Part 2 - Change of director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

Detail of contract
Nature of interest
Name of registered holder(if issued securities)
Date of change
No. and class of securitiesto.which interest related prior tochangeNote: Details are only required for a contract in relationto which the interest has changed
Interest acquired
Interest disposed
Value/ConsiderationNote: If consideration is non-cash, provide details and anestimated valuation
Interest after change

Date of Notification: 7 December 2009

+ See chapter 19 for defined terms.