SUNSTONE METALS LTD — Director's Dealing 2014

Nov 18, 2014

Issue of Shares and Options Change of Director's Interests

As previously announced, the shareholders of Avalon Minerals Limited ('Avalon' or 'Company') (ASX Code: 'AVI') approved at the Annual General Meeting held on 3 November 2014, the participation in a placement by 2 directors (Malcolm Norris and Graham Ascough), the issue of options to Malcolm Norris and a share consolidation.

The attached Appendix 3B details the issue of shares and options in the Company.

The attached Appendices 3Y (4 in all) reflect the changes of director's interests following the issue of shares and options and the share consolidation.

Roslynn Shand Company Secretary Avalon Minerals Ltd

For further information please visit www.avalonminerals.com.au or contact:

Mr Malcolm Norris Managing Director Avalon Minerals Ltd Tel: 07 3368 9888 Email: malcolm.norris@avalonminerals.com.au

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

Avalon Minerals Ltd

ABN

68 123 184 412

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 tobe issued	1.2.	Ordinary sharesUnlisted Options
2	Number of +securities issued or tobe issued (if known) or maximumnumber which may be issued	1.2.3.	1,000,000 shares4,000,000 options600,000 options(numbers are post consolidation)
3	Principal terms of the +securities(e.g. if options, exercise price andexpirydate;ifpartlypaid+securities, the amount outstandingand due dates for payment; if+convertiblesecurities,theconversion price and dates forconversion)	1.2.3.	Fully paid ordinary shares1,500,000 Options exercisable at $0.06cents per option, expiry 3 November2017; and2,500,000 Options exercisable at $0.08cents per option, expiry 3 November2019600,000 options exercisable at $0.06cents per option, expiry 3 November2017(numbers are post consolidation)

• See chapter 19 for defined terms.

4	Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities?If the additional +securities do not	Ordinary shares – Yes
	rank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend, (in the case of a trust,distribution)orinterestpaymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment	No – will only rank equally upon exercise ofoptions into shares.
5	Issue price or consideration	1.Shares - $0.008.Note: this is the pre10 for 1 consolidation price2.Options – nil
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	1.SharePlacementtoprogresstheCompany'sViscariaCopper-IronProject in Sweden and for workingcapital2.Issue of 4,000,000 Options approved at2014 AGM (post consolidation number)3.600,000 options - commission fees inaccordancewiththetermsoftheengagement letter with Viaticus Capitalfor fund raising
6a	Is the entity an +eligible entity thathasobtainedsecurityholderapproval under rule 7.1A?	Yes
	If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i
6b	Thedatethesecurityholderresolution under rule 7.1A waspassed	3 November 2014
6c	+securitiesNumberofissuedwithout security holder approvalunder rule 7.1	600,000 options
6d	Number of +securities issued withsecurity holder approval under rule7.1A

+ See chapter 19 for defined terms.

• 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• 6f Number of +securities issued under an exception in rule 7.2
• 6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.
• 6h If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
• 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements
• 7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

1,000,000 shares and 4,000,000 options approved at AGM held on 3 November 2014 (numbers are post-consolidation)

n/a

n/a

n/a

21,110,341 shares - Listing Rule 7.1 14,473,561 shares - Listing Rule 7.1A (refer Annexure 1)

19 November 2014

Number +Class 144,735,608 (post consolidation) Fully paid ordinary shares

+ See chapter 19 for defined terms.

Appendix 3B New issue announcement

		Number	+Class
9	+classNumberandofall	2,600,000	Options exercisable at 50 cents
	+securities not quoted on ASX+securities(includingthein		andexpiring30September
	section 2 if applicable)		2015
	2,100,000	Options exercisable at 6 centsand expiring 3 November 2017
		2,500,000	Options exercisable at 8 centsand expiring 3 November 2019
		395,000	Performance Rights, Tranche 1– vest upon the closing price of
			the Shares being $1.20 or morefor10consecutiveASXtrading days
		592,500	Performance Rights - Tranche3 – vest upon the closing priceof the Shares being $3.00 or
			more for 10 consecutive ASX
			trading days
10	Dividend policy (in the case of a	No change

trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11	Issecurityholderapprovalrequired?	N/A
12	Is the issue renounceable or nonrenounceable?	N/A
13	Ratio in which the +securities willbe offered	N/A
14	+Class of +securities to which theoffer relates	N/A
15	+Recorddatetodetermineentitlements	N/A
16	Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?	N/A
17	Policy for deciding entitlements inrelation to fractions	N/A

+ See chapter 19 for defined terms.

18	Names of countries in which theentity has security holders who willnot be sent new offer documents	N/A
	Note: Security holders must be told how theirentitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances or renunciations	N/A
20	Names of any underwriters	N/A
21	Amount of any underwriting fee orcommission	N/A
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to thebroker to the issue	N/A
24	Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of security holders	N/A
25	If the issue is contingent on securityholders' approval, the date of themeeting	N/A
26	Date entitlement and acceptanceform and offer documents will besent to persons entitled	N/A
27	If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders	N/A
28	Date rights trading will begin (ifapplicable)	N/A
29	Date rights trading will end (ifapplicable)	N/A
30	How do security holders sell theirentitlementsinfullthroughabroker?	N/A

31	How do security holders sell part oftheir entitlements through a brokerand accept for the balance?	N/A
32	How do security holders dispose of	N/A
	their entitlements (except by salethrough a broker)?
33	+Issue date	N/A

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

N/A

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

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38	Number of +securities for which+quotation is sought	N/A
39	+Class+securitiesofforwhichquotation is sought	N/A
40	Do the +securities rank equally in allrespects from the +issue date with anexisting +class of quoted +securities?If the additional +securities do notrank equally, please state:the date from which they dotheextenttowhichtheyparticipate for the next dividend,(inthecaseofatrust,distribution) or interest paymentthe extent to which they do notrankequally,otherthaninrelation to the next dividend,distribution or interest payment	N/A
41	Reason for request for quotationnowExample: In the case of restricted securities, end ofrestriction period(ifissueduponconversionofanother +security, clearly identifythat other +security)	N/A
42	Number and +class of all +securitiesquotedonASX(includingthe+securities in clause 38)	NumberN/A	+ClassN/A

+ 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: 19 November 2014 (Company Secretary)

== == == == ==

Print name: Roslynn Shand

+ 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

ALL NUMBERS REFERRED TO ARE POST CONSOLIDATION

Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placement capacityis calculated
Insert number of fully paid +ordinarysecurities on issue 12 months before the+issue date or date of agreement to issue	120,360,608 (rounding on consolidation)
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	24,375,000
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"	144,735,608

+ 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	21,710,341
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:	600,000 options
•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"	600,000 options
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	21,710,341
Note: number must be same as shown inStep 2
Subtract "C"	600,000
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	21,110,341
	[Note: this is the remaining placementcapacity 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"	144,735,608
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	14,473,561
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	14,473,561
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"	14,473,561
	Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.

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 30/09/01 Amended 01/01/11

Name of entity	AVALON MINERALS LIMITED
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	Graham Ascough
Date of last notice	28 October 2014

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

Direct or indirect interest	Indirect
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.	Trust -GL & PL Ascough
Date of change	19 November 2014
No. of securities held prior to change	2,200,000 shares
Class	Ordinary shares
Number acquired	500,000 shares (post consolidation)
Number disposed	nil
Value/ConsiderationNote: If consideration is non-cash, provide details and estimated valuation	$0.008 per share ($40,000)Share consolidation: 10 for 1
No. of securities held after change	720,000 shares (post-consolidation)
Nature of changeExample: on-market trade, off-market trade, exercise of options, issue ofsecurities under dividend reinvestment plan, participation in buy-back	ParticipationinplacementandShareConsolidationon 10 for 1 basis – approvedat AGM held 3 November 2014

+ See chapter 19 for defined terms.

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	N/A
Nature of interest
Name of registered holder(if issued securities)
Date of change
No. and class of securities to whichinterest related prior to changeNote: 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

Part 3 – +Closed period

Were the interests in the securities or contracts detailed above	No
traded during a +closed period where prior written clearancewas required?
If so, was prior written clearance provided to allow the trade toproceed during this period?	n/a
If prior written clearance was provided, on what date was thisprovided?	n/a

+ See chapter 19 for defined terms.

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 LIMITED
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	Malcolm Norris
Date of last notice	14 October 2014

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

Direct or indirect interest	Direct
Nature of indirect interest	Indirect
(including registered holder)	– MN Investment Fund P/L <mn investment<="" td="">
Note: Provide details of the circumstances giving rise to the relevant
interest.	Super fund> (beneficial holder)
Date of change	19 November 2014
No. of securities held prior to change	3,941,849 shares
Class	Ordinary shares
	Options
Number acquired	500,000 shares (post consolidation)
	1,500,000 options exercisable at $0.06 each
	with an expiry date of 3 November 2017 and
	2,500,000 options exercisable at $0.08 each
	with an expiry date of 3 November 2019
Number disposed	nil
Value/Consideration	$0.008 per share ($40,000)
Note: If consideration is non-cash, provide details and estimated valuation	Share consolidation: 10 for 1
	Options: nil
No. of securities held after change	894,185 shares
	4,000,000 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	Participationinplacement,shareconsolidation and issue of options – approvedat AGM held 3 November 2014
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------	----------------------------------------------------------------------------------------------------------------------------

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

Part 3 – +Closed period

Were the interests in the securities or contracts detailed above	No
traded during a +closed period where prior written clearance
was required?
If so, was prior written clearance provided to allow the trade toproceed during this period?	n/a
If prior written clearance was provided, on what date was thisprovided?	n/a

+ See chapter 19 for defined terms.

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	Crispin John Henderson
Date of last notice	22 November 2013

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

Direct or indirect interest	Direct
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.	n/a
Date of change	n/a
No. of securities held prior to change	6,075,208 shares
Class	Shares
Number acquired	-
Number disposed	-
Value/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation	Share Consolidation: 10 for 1
No. of securities held after change	607,521 shares
Nature of changeExample: on-market trade, off-market trade, exercise of options, issue ofsecurities under dividend reinvestment plan, participation in buy-back	Share consolidation on 10 for 1 basis – approvedat AGM held on 3 November 2014

+ See chapter 19 for defined terms.

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

Part 3 – +Closed period

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

+ See chapter 19 for defined terms.

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	Paul Niardone
Date of last notice	22 November 2013

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

Direct or indirect interest	Direct and Indirect
Nature of indirect interest	Trindis Pty Ltd
(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.	(Paul Niardone is a director)
Date of change	n/a
No. of securities held prior to change	4,200,000 shares
	2,800,000 unlisted options (exercisable at 5 cents
	each, expiry 30/09/15)
	3,500,000 Performance Rights
Class	Shares, options and performance rights
Number acquired	-
Number disposed	-
Value/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation	Share consolidation: 10 for 1
No. of securities held after change	420,000 shares280,000 unlisted options (exercisable at 50 centseach, expiry 30/09/15)350,000 Performance Rights, comprising:140,000 PR's vesting when share price reaches$1.20 and 210,00 PR's when share price reaches$3.00

+ 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	Share consolidation on 10 for 1 basis – approvedat AGM held on 3 November 2014

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

Part 3 – +Closed period

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

+ See chapter 19 for defined terms.