SUNSTONE METALS LTD — Major Shareholding Notification 2008

Jul 6, 2008

From: Avalon Minerals

To: 92845413

604 Page 1 of 3 15 July 2001

÷.

$92845413$

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		4/7/2008
The previous notice was given to the company on		20/03/2007
The previous notice was dated		20/03/2007

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 tast 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)
David McSweeney	15.07%6,030,000		8,349,706	16 %

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 ofthe company or scheme, since the substantial holder was last required to give as follows:

Date ofchange	Person whoserelevant interestchanged	Nature of change (6)	Consideration givenin relation to change	Class and numberof securitiesaffected	Person's votesaffected
22/03/2007	BrookmanResourcesP/L	On marketpurchase	22 cents pershare	50,000OrdinaryShares	50,000
22/03/2007	DavidMcSweeney	On marketpurchase	22 cents pershare	10,000Ordinaryshares	10,000
SeeAttachmentA

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
DavidMcSweeney	DavidMcSweeney		Direct	4,510,000	4,510,000
BrookmanResourcesP/L	BrookmanResourcesP/L		Direct	3,809,706	3,809,706

$\label{eq:3.1} \begin{array}{ccccc} \mathbb{Z}_2 & \mathbb{Z}_2 & \mathbb{Z}_2 & \mathbb{Z}_2 \ \mathbb{Z}_2 & \mathbb{Z}_2 & \mathbb{Z}_2 & \mathbb{Z}_2 \ \mathbb{Z}_2 & \mathbb{Z}_2 & \mathbb{Z}_2 & \mathbb{Z}_2 \end{array}$

604 Page 2 of 3 15 July 2001

A,M,MMcSweeney McSweeney	A,M,M	-	Direct	30,000	30,000

1. 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, thesubstantial holder in relation to voting interests in the company or scheme are as fo

Name and ACN/ARSN (if applicable)	Nature of association
Brookman Resources P/L	Sole Shareholder and Director
A, M, M McSweeney	children and spouse of David McSweeney

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	8216

Signature

----print name	David McSypeney		capacity	Director
sign here			date	04/07/2008
		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 trustlee of an equity trust), the names could be included in a

(2) See the definition of "associate" in section 9 of the Corporations Act 2001

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• (4) The voting shares of a company constitute one class unless divided into separate classes.
• (5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• (6) Include details of.
  • any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4)applies, a copy of any document setting out the terms of any relevant agreement, and a statemen $(a)$ 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 ordisposal of the securities to which the relevant interest relates (indicating clearly the $(b)$ 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 acquiredhas, or may, become entitled to receive in relation to that acquisition. Details m $(7)$

(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

604 Page 3 of 3 15 July 2001

"unknown".

(9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

$\frac{1}{2}$ $\mathbb{Z}^2$

$\ddot{\phantom{0}}$

$\mathcal{E}=\mathcal{E}$

$\frac{1}{\sigma}$

Form 604

Attachment A

$\alpha_{\rm{max}}$

$\epsilon = \frac{1}{N}$

$\label{eq:R1} \mathcal{R}{\text{max}} = \frac{1}{2} \sum{i=1}^{N} \frac{1}{\sigma_i^2}$

Date of	Person Whose	Nature Of	Consideration	Class and	Persons Votes
Change	Relevant	Change	Given In	Number of	Affected
	Interest		Relation to	Securities
	Changed		Change	Affected
03/05.2007	Brookman	On Market	19 cents per	50,000	50,000
	Resources P/L	Purchase	share	Ordinary
				Shares
04/05/2007	Brookman	On Market	20 cents per	50,000	50,000
	Resources P/L	Purchase	share	Ordinary
				Shares
05/06/2007	Brookman	On Market	20.2 cents per	47,210	47,210
	Resources P/L	Purchase	share	Ordinary
				Shares
		On Market		49,996	49,996
30/08/2007	Brookman		20 cents per
	Resources P/L	Purchase	share	Ordinary
				Shares
04/03/2008	Brookman	On Market	13 cents per	100,000	100,000
	Resources P/L	Purchase	share	Ordinary
				shares
12/03/2008	Brookman	On Market	15.5 cents per	37,500	37,500
	Resources P/L	Purchase	share	Ordinary
				shares
31/03/2008	Brookman	On Market	19 cents per	150,000	150,000
	Resources P/L	Purchase	share	Ordinary
				shares
01/04/2008	Brookman	On Market	18 cents per	75,000	75,000
	Resources P/L	Purchase	share	Ordinary
				shares
27/06/2008	Brookman	On Market	30 cents per	200,000	200,000
	Resources P/L	Purchase	share	Ordinary
				Shares
04/07/2008	David	Exercise of	20 cents per	1,500,000	1,500,000
	McSweeney	Options	share	Ordinary
				Shares
04/07/2008	David	Transfer of	30 cents per	2,000,000	2,000,000
		Shares	share
	Resources P/L
	McSweeneytransfer toBrookman