SUNSTONE METALS LTD — Major Shareholding Notification 2009

Jun 14, 2009

604 page 1/2 15 July 2001

	Form 604
	Corporations Act 2001 Section 671B
	Notice of change of interests of substantial holder
Company Name/Scheme Ιo	AVALON MINERALS LIMITED
ACN/ARSN	123.184 4.2
1. Details of substantial holder(1)
Name ACN/ARSN (if applicable)	GREGORY WAYNE DOWN AND MRS DEBORAM JUNE DOWN
There was a change in the interests of the substantial holder on	12/06/2009
The previous notice was given to the company on The previous notice was dated	03106/2008 Se 1051 2008

1. 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) $\vert$ in when last required, and when

Class of securities (4)	Previous notice		Present notice
$10RD$ FULLY $P_{A_1D}$	Person's votes 4,197 426	Voting power (5) 74 不能	Person's votes! (6.600, 000)	Voting power (5) ft efs

3. Changes in relevent 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

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and rumber of securities offected	Person's votes affected
JEE ANNEXURE 'A'

4. Present relevant interests

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

Holder of relevant interest	Registered holder of securities	Person entitled to be registered 89 holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
$440.000000$ $640.00000$		Call Co	0.0667	k.600,000	4.600.000 $\sim$

604 page 2/2 15 July 2001

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: Name Address $GU + DJ$ DOWN 31 $CORK$ $H$ $\Delta \mathcal{T}$ NORTH FREMENTLE wA $6159$ Signature odnt name capacity Dr sign here date 15 1 6 12009 DIRECTIONS If there are a number of substantial holders with similar or reiated 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 ann $(1)$ $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001. $\langle 3 \rangle$ See the definition of "relevant interest" in sections 608 and 6718(7) of the Corporations Act 2001. $\left( 4\right)$ 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 $(a)$ ary towrom og centent of one chomoseness oscause arrenter me menge in now an investion are sosaworm or term opposers or say or an
document setting out the terms of any relevant agreement, and a statement by the person givi any qualification of the power of a parson to exercise, control the exercise of, or influence the exerciso of, the voting powers or disposal of the securities to
which the relevant interest relates (indicating clearly the (b) 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 has, or may, becomie
entitied to receive in relation to that acquisition. Details $\left\langle f\right\rangle$ If the substantial holder is unable to determine the Identity of the person (eg. If the relevant interest arises because of an option) write "tinknown". $\left( 8\right)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $\langle 9 \rangle$

This is Annexure A Avalon Minerals Limited A.C.N. 123 184 412

Date of ∖Change	Person Whose Relevant Interest Changed	Nature of Change	Consideration Given / Received in Relation to Change	Class and Number of Securities Affected	Person Votes Affected
18/07/2008	Gregory Wayne Down & Deborah June Down	Sale of Shares	30 cents per share	25,000 Ordinary Shares	25,000
10/07/2008	Gregory Wayne Down & Deborah June Down	Sale of Shares	30 cents per share	12,426 Ordinary Shares	12.426
28/07/2003	Gregory Wayne Down & Deborah June Down	Sale of Shares	23 cents per share	10,000 Ordinary Shares	10,000
6/08/2008	Gregory Wayne Down & Deborah June Down	Sale of Shares	PRANTAS ANYVANYM MARIAN DE 20 cents per share	5,000 Ordinary Shares	5,000
17/08/2008	Gregory Wayne Down & Deborah June Down	Sale of Shares	20 cents per share	80,000 Ordinary Shares	80,000
12/08/2008	Gregory Wayne Down & Deborah June Down	Sale of Shares	ment were considered in the 18 Centers pear share	30,000 Ordinary Shares	30,000
14/08/2008	Gregory Wayne Down & Deborah June Down	Sale of Shares	20 cents per share	2,346 Ordinary Shares	2.346
, 13/09/2008	Gregory Wayne Down & Deborah June Down	Saie of Shares	19.5 cents per share	32,654 Ordinary Shares	32,654
20/05/2009	Gregory Wayne Down & Deborah June Down	Sale of Shares	9 cents per share	25,000 Ordinary Shares	25,000
21/05/2009	Gregory Wayne Down & Deborah June Down	Sale of Shares	s cents per share	75,000 Ordinary Shares	75,000
22/05/2009	Gregory Wayne Down & Deborah June Down	Sale of Shares	9 cents per share	400,000 Ordinary Shares	400,000
25/05/2009	Gregory Wayne Down & Deborah June Down	Sale of Shares	9 cents per share	100,000 Ordinary Shares	100,000
128/05/2009	Gregory Wayne Down & Deborah June Down	Sale of Shares	8.75 cents per share	133,333 Ordinary Shares	133,333
12/06/2009	Gregory Wayne Down & Deborah June Down	Take up in Non-Renounceable Entitlement Issue	5 cents per share	1,333,333 Ordinary Shares	1,333,333

Signed -6-2009

${\overline{\text{Date}}$ -75