SUNSTONE METALS LTD — Major Shareholding Notification 2009

Aug 25, 2009

Form 603

Corporations Act 2001 Section 671B.

Notice of initial substantial holder

To Company Name/Scheme
	AVALON MINERALS LIMITED
ACN/ARSN	$123 - 184 - 1612$
1. Details of substantial holder (1)
NameACN/ARSN (if applicable)	GREGOLY WAYNE DOWNAND MRS DEBORAH JUNE BOWN

The holder became a substantial holder on

$24/08/09$

2. Details of 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 on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)-------	THE R. P. LEWIS CO., LANSING MICH.Number of securities------The Second Company	THE REPORT OF A REAL PROPERTYPerson's votes (5)	Vating power (6)
Ffo---------	سنخاصبPERSONAL PROPERTY	------------910
سيستحيذ المتعاونات	-----------UMAR	CommunicationThe contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract	السائد التالية--------

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
$GW + M$ $Q_{0}$	--------0. Æε c. 1	000,000 fPo
FREELIGHT NUMINEES PM LTDCOMMUNICATION----	$1 \vee 0$ irect	$432.910$ FPO

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant	Registered holder of	Person entitled to be	Class and number
interest.	securities	registered as holder (8)	of securities
DOWN	$\ell$ w + 03	OJ DOWN	$4.000,000$ FPa.
$f_{\rm{FW}} +$	DOWN	しゅう
	FREELIGHT REMINEES PTI ITD FREELIGHT MOMINEES PTTLED	FREEZENT NOWNERS PRIMA	$432, 910$ PPO

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevantinterest	Date of acquisition	Consideration (9)	Class and numberof securities
LefecANNEXURE A'		CashNon-cash---------	----.ساستستانا
-------11.1111111111111111111111111111111111		واستعجبنا والمنا--	- 1991----

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (If applicable)______________________________________PAPERMALE	Nature of association
--------------------------------------
Freenant۴чLT NMOMINES	$C\theta$ FEILCATAdeð٢$0.85$ for $\epsilon$வெள்ளிかわりゃ	-----

7. Addresses

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

POTTERWITH ANDName,,,,,,,,,,,-------	CONTRACTOR IN AN INCHANGEAddress	---------------------------------------	STRANGER COMMUNISTIC	---PERSONAL PROPERTY AND INCOME.
ñ۵1OOWNはいょ,,,,,,,,,,,	The Second Company of the Company of the Company of the Company of the Company of the Company of the Company of the Company of the Company of the Company of the Company of the Company of the Company of the Company of the an aLiar,	PANAHA-51ойхин	NOLIN	,,,,,,,,,,,,,,,,,,,,,,,,,PREMANTLE WA61591
PANAMALALA----- - - - -				The Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract C

Signature

GREGORY WAYNE DO print name capacity sign here date $26/8$ / 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 7 of the form.
• $\circ$ 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. $(3)$
• $\left(4\right)$ The voting shares of a company constitute one class unless divided into soparate classes.
• The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant $(5)$ interest in.
• 個 The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

(7) Include details of:

• $(a)$ ary relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) 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 convext, 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 disposal of the securities to Ф) 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.

• If the substantial holder is unable to determine the identity of the parson (eg. if the relevant interest arises because of an option) write "unknown". (B)
• 1. 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 extitled 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.

This is Annexure A referred to in the Form 603 (Notice of Initial Substantial Holder) Avalon Minerals Limited A.C.N. 123 184 412

Balance B/F - GW & DJ Down - 4,000,000 FPO Balance B/F - Freelight Nominees - 150,000 FPO

Person Whose Relevant

Date of Change 13/08/2009 24/08/2009 Freelight Nominees Pty Ltd 25/08/2009 Freelight Nominees Pty Ltd

Interest Changed 13/08/2009 Freelight Nominees Pty Ltd Freelight Nominees Pty Ltd

Nature of Change On Market Buy On Market Buy On Market Buy On Market Buy

Consideration Given / Received in Relation to

Change 14.46 cents per share 14.5 cents per share 12.5 cents per share 12.5 cents per share

Class and Number of Securities Affected 150,000 Ordinary Shares 50,000 Ordinary Shares 80,000 Ordinary Shares 2,910 Ordinary Shares

Person Votes Affected 150,000 50,000 80,000 2,910

Signed-

Date -

1. 2009