SUNSTONE METALS LTD — Director's Dealing 2010

May 31, 2010

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.

Name of Director	David McSweeney
Date of last notice	11 February 2010

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.	BrookmanResourcesPtyLtd<mcsweeneySuperFundAccount>Director and beneficiary</mcsweeney
Date of change	27-28 May 2010
No. of securities held prior to change	13,700,727 Ordinary Shares
Class	Ordinary Shares
Number acquired	50,000 Ordinary Shares
Number disposed
Value/ConsiderationNote: If consideration is non-cash, provide details and estimated valuation	$10,332
No. of securities held after change	13,750,727 Ordinary Shares

+ 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 securities towhich 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: 1 June 2010

+ See chapter 19 for defined terms.

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	28 05 2010
The previous notice was given to the company on
	11 02 2010
The previous notice was dated
	11 02 2010

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	Voting power (5)
Ordinary Shares	13,700,727	11.13%	13,750,727	10.48

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	Class and numberof securitiesaffected	Person's votesaffected
27/05/2010	BrookmanResourcesP/L	On marketpurchase	$7,068 80	34,094OrdinaryShares	34,094
28/05/2010	BrookmanResourcesP/L	On marketpurchase	$3,263.15	15,906Ordinaryshares	15,906

4. Present relevant interests

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

Holder of relevanti interest	Registered holderof securities	Person entitled tobe registered asholder (8)	Nature of relevantinterest $(6)$	Class andnumber ofsecurities	Person's votes
DavidMcSweeney	DavidMcSweeney		Direct	4.727.618OrdinaryShares	4,727,618
BrookmanResourcesP/L	BrookmanResources		Direct	8,983,110OrdinaryShares	8,983,110
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) $\frac{1}{1}$ 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/L	same
A, M, M McSweeney

Signature

print name	David McSweeney	Directorcapacity
sign here	$\cdot$	28 05 2010date

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
• (2) See the definition of "associate" in section 9 of the Corporations Act 2001
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001 $(3)$
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes
• The person's votes divided by the total vates 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 671Bi4) $(a)$ 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
  • any qualification of the power of a person to exercise control the exercise of, or influence the exercise of the voting powers or $(b)$