SUNSTONE METALS LTD — Major Shareholding Notification 2012

Nov 8, 2012

FORM 603 Corporations Act 2001 Section 671B

NOTICE OF INITIAL SUBSTANTIAL HOLDER

123 184 412

To:	Company Name/Scheme	AVI - Avalon Minerals Limited
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ACN/ARSN

1. Details of Substantial Holder(1)

Name	Acorn Capital Limited
ACN/ARSN (if applicable)	082 694 531
The holder became a substantial holder on	8/11/2012

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)	Number of Securities	Person's Votes (5)	Voting Power (6)
Ordinary	57,142,857	57,142,857	12.29%

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
Acorn Capital Limited	Power to (or to control) exercise vote and/ordispose of the shares as discretionaryinvestment managers or advisers tosuperannuation funds, pooledsuperannuation trusts, managed investmentschemes and investment management	57,142,857
	agreements.

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 Interest	Registered Holder of Securities	Person Entitled to be	Class and Number of
		Registered as Holder (8)	Securities
Catholic Superannuation Fund	National Nominees		4,668,025
Commonwealth Bank Officers' Superannuation Fund	Citicorp Nominees		11,586,190
Health Super	JP Morgan Chase Nominees		13,060,195
UniSuper	National Nominees		27,828,447

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 Relevant Interest	Date of Acquisition	Consideration(9)		Class and Number of Securities
		Cash	Non-Cash
Acorn Capital Limited	05-Nov-2012 to 09-Nov-2012	$3,999,999.99		57,142,857

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)	Name of Association

7. Addresses

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

Name	Address
All Relevant Holders	C/O Acorn Capital Limited, Level 12, 90 Collins Street, Melbourne Victoria 3000

Print Name	PAUL PALUMBO	Capacity	Portfolio Manager
Sign Here		Date	9/11/2012