SUNSTONE METALS LTD — Share Issue/Capital Change 2008

Jul 3, 2008

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement,

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

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 to be issued

Ordinary Shares

• 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

1,500,000

Ordinary Fully Paid Shares

• See chapter 19 for defined terms.

4	Do the +securities rank equally in allrespects from the date of allotmentwith an existing +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	monthsfromAvalon Minerals limited.	The securities are issued on the conversion ofescrowed options and the resultantshares will be subject to the samerestriction terms as were the options.The shares remain escrowed for 24dateofListingof
5	Issue price or consideration	20 cents
6	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	Issued upon exercise of options.
7	Dates of entering +securities intouncertificated holdings or despatchof certificates	4 July 2008
		Number	+Class
8	+classNumberandofall+securitiesquotedonASX(including the securities in clause2 if applicable)	42,038,750	Ordinary

+ See chapter 19 for defined terms.

		Number	+Class
9	+classNumberandofall	10,061,250	Ordinary Shares
	+securities not quoted on ASX	3,900,000	20centsoptions
	(including the securities in clause		expiring 10 February
	2 if applicable)		2010
		5,600,000	40centsoptions
			expiring 10 February
			2009
		800,000	20centsoptions
			expiring 31 Jan 2010
		125,000	25centsoptions
			expiring 31 Jan 2010
		1,075,000	40centsoptions
			expiry 31 Jan 2010
10	Dividend policy (in the case of a	No change

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

Part 2 - Bonus issue or pro rata issue

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

+ See chapter 19 for defined terms.

18 Names of countries in which the entity has +security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations

+ See chapter 19 for defined terms.

20	Names of any underwriters
21	Amount of any underwriting fee or
	commission
22	Names of any brokers to the issue
23	Fee or commission payable to thebroker to the issue
24	Amountofanyhandlingfee
	payabletobrokerswholodgeacceptances or renunciations on
	behalf of +security holders
25	Iftheissueiscontingenton
	+securityholders'approval,the
	date of the meeting
26	Date entitlement and acceptance
	form and prospectus or ProductDisclosure Statement will be sent to
	persons entitled
27	If the entity has issued options, and
	the terms entitle option holders to
	participate on exercise, the date onwhich notices will be sent to option
	holders
28	Date rights trading will begin (if
	applicable)
29	Date rights trading will end (if
	applicable)
30	How do +security holders sell their
	entitlementsinfullthroughabroker?
31	How do +security holders sell partof their entitlements through a
	broker and accept for the balance?

+ See chapter 19 for defined terms.

• 32 How do +security holders dispose of their entitlements (except by sale through a broker)?
• 33 +Despatch date

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

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 theadditional +securities, and the number and percentage of additional +securities held bythose holders
36	If the +securities are +equity securities, a distribution schedule of the additional+securities setting out the number of holders in the categories1 - 1,0001,001 - 5,0005,001 - 10,00010,001 - 100,000100,001 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
• 39 Class of +securities for which quotation is sought
• 40 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

42 Number and +class of all +securities quoted on ASX (including the securities in clause 38)

Number	+Class

+ 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 not available now, 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: .4 July 2008
	(Company secretary)

Print name: Desmond Kelly.........................................................

== == == == ==

+ 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 30/9/2001.

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	David McSweeney
Date of last notice	30 June 2008

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

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest	a)Direct
	b)Indirect
Nature of indirect interest	Brookman Resources Pty Ltd ATF
(including registered holder)	David McSweeney Superannuation
Note: Provide details of the circumstances giving rise to the relevantinterest.	Fund, sole share holder and director
Date of change	4 July 2008
No. of securities held prior to change	6,849,706 Ordinary Shares
	10,000,000 Options
Class	Ordinary Shares and options
Number acquired	a)1,500,000OrdinarySharesupon
	exerciseof1,500,00020cent
	Options
	b)Transferof2,000,000Ordinary
	shares from David McSweeney to
	Brookman Resources Pty Ltd
Number disposed
Value/Consideration	a)20 cents per shares
Note: If consideration is non-cash, provide details and estimated valuation	b)30 cents per share
No. of securities held after change	8,349,706 Ordinary Shares
	8,500,000 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	Exercise of Options and Off market transfer
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------	---------------------------------------------

Part 2 – Change of director's interests in contracts

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
Nature of interest
Name of registered holder(if issued securities)
Date of change
No. and class of securities towhich interest related prior tochangeNote: 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

Date of Notification: 4 July 2008

+ See chapter 19 for defined terms.