SUNSTONE METALS LTD — Director's Dealing 2011

Feb 22, 2011

Rule 3.19A.2

Appendix 3Y

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 30/09/01 Amended 01/01/11

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	Tan Sri Abu Sahid Bin Mohamed
Date of last notice	22 September 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	Direct
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.
Date of change	(a) 21 February 2011(b) 22 February 2011
No. of securities held prior to change	30,303,113 Ordinary Shares
Class	Ordinary Shares
Number acquired	(a) 6,060,623 Ordinary Shares(b) 5,274,608 Ordinary Shares
Number disposed	Nil
Value/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation	(a) 18c/share Total $1,090,912.14(b) 18c/share Total $949,429.44
No. of securities held after change	41,638,344 Ordinary Shares

+ See chapter 19 for defined terms.

Nature of change	(a)
Example: on-market trade, off-market trade, exercise of options,	Take up of Entitlement Issue shares.
issue of securities under dividend reinvestment plan, participation in	(b)
buy-back	Take up of Shortfall shares.

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
Natureof interest
Name of registered holder
(if issued securities)
Date of change
No. and class of securities to which
interest related prior to change
Note: Details are only required for a contract inrelation to which the interest has changed
Interest acquired
Interest disposed
Value/Consideration
Note: If consideration is non-cash, provide detailsand an estimated valuation
Interest after change

Part 3 – +Closed period

Were the interests in the securities or contracts detailedabove traded during a +closed periodwhere prior written	No
clearance was required?
If so, was prior written clearance provided to allow the tradeto proceed during this period?	N/A
If prior written clearance was provided, on what date was thisprovided?	N/A

Date of Notification: 23 February 2011

+ See chapter 19 for defined terms.

02-23-'11 12:28 FROM-

ř,

T-099

t,

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	Tan Sri Abu Sahid Bin Mohamed
ACN/ARSN (if applicable)
There was a change in the interests of thesubstantial holder on	v22/02/2011
The previous notice was given to the company on	10/01/2011
The previous notice was dated	10/01/2011

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 oran associate (2) had a relevant interest (3) in when last required, and when now r

Class of securities (4)	Previous notice '		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Ordinary Shares	30, 303, 113	17.3%	41, 638, 344	19.9%
DESCRIPTION

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 of scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme areas follows:

Date ofchange	Person whoserelevant interestchanged	Nature of change (6)	Consideration givenin relation to change	Class and numberof securitiesaffected	Person's votesaffected
21/02/2011	Tan Sri AbuSahid BinMohamed	Take upEntitlementIssue shares	$1,090,912	6,060,623OrdinaryShares	6,060,623
22/02/2011	Tan Sri AbuSahid BinNohamed	Take upShortfallshares	$949,429	5,274,508OrdinaryShares	5,274,608

4. Present relevant interests

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

Holder ofrelevantinterest	Registered holderof securities	Person entitled to beregistered as holder(8)	Nature of relevantInterest (6)	Class and numberof securities	Person's votes
Tan SriAbu SahidBinMohamed	Tan Sri AbuSahid BinMohamed	$\bullet$	Direct	41,638,344OrdinaryShares	41,638,344

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:

All and the participants of the control of the control of the control of the control of the control of the control ofName	Address
Tan Sri Abu Sahid BinMohamed	82 Caspian Way, Brigadoon WA 6069

Signature

print name	Tan Sri Abu Sahid Ban Mehamed	capacity	Director
sign here \	minitor	date	22/02/2011
	DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the $(1)$ 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. $(3)$
• $\langle 4 \rangle$ The voting shares of a company constitute one class unless divided into separate classes.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• Include details of: $(6)$
  • 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.

• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired $(7)$ 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.
• $(8)$ If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".