SUNSTONE METALS LTD — Share Issue/Capital Change 2013

Nov 17, 2013

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

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

376,236,975

• 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the +securities (e.g. 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)

Fully paid ordinary shares

+ See chapter 19 for defined terms.

If the additional +securitiesdonot rank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend, (in the case of atrust,distribution)orinterest paymentthe extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment5Issue price or consideration$0.016Purpose of the issueAs part of the non‐renounceable, pro‐rata(If issuedas consideration forentitlement issue – to provide funds to bethe acquisition of assets, clearlyused to:identify those assets)1.fund short‐term cash flow requirementsto meet the Company's ongoing operatingcosts and the costs of advisers engaged bytheCompanyinconnectionwithitsgeneralcorporateactivities,thePanelproceedingsandthere‐openedRightsIssue; and2. fundtheCompany'songoingoperatingcostsuntiltheendofDecember2013,duringwhichtheCompanyisactivelyseekingout,andinvestigating,opportunities to fund the next stage ofdevelopment of the Company's ViscariaCopper‐Iron Project in Sweden.Is the entity an +eligible6aentityNothathasobtainedsecurityholder approval under rule 7.1A?If Yes, complete sections 6b – 6hin relation to the +securitiesthesubject of this Appendix 3B, andcomply with section 6i6bThedatethesecurityholderN/Aresolution under rule 7.1A waspassed	4	Do the +securitiesrank equallyin all respects from the +issuedate with an existing +classofquoted +securities?	Ordinary shares – Yes

+ See chapter 19 for defined terms.

• 6c Number of +securities issued without security holder approval under rule 7.1
• 6d Number of +securities issued with security holder approval under rule 7.1A
• 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• 6f Number of +securities issued under an exception in rule 7.2
• 6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.
• 6h If +securities were issued under rule 7.1A for non‐cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
• 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements

7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

		Number	+Class
8	+classNumberandofall+securitiesquotedonASX+securities(includingtheinsection 2 if applicable)	1,203,604,886	Fullypaidordinaryshares

N/A

N/A

N/A

N/A

N/A

N/A

N/A

18 November 2013

• See chapter 19 for defined terms.

		Number	+Class
9	+classNumberandofall+securitiesnot quoted on ASX+securities(includingtheinsection 2 if applicable)	1,000,000	Optionsexercisableat40centsandexpiring31January2014
		500,000	Optionsexercisableat30centsandexpiring 1 July 2014
		300,000	Optionsexercisableat30centsandexpiring27April2015
		26,000,000	Optionsexercisableat5centsandexpiring30September 2015
		10,000,000	Tranche1–vestupontheclosingpriceoftheSharesbeing$.12ormorefor10consecutiveASX trading days
		15,000,000	Tranche3–vestupontheclosingpriceoftheSharesbeing $0.30 or morefor10consecutiveASX trading days

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

No change

No

Part 2 - Pro rata issue

11 Is security holder approval required?

12 Is the issue renounceable or non‐ renounceable?

Non‐renounceable

+ See chapter 19 for defined terms.

13	+securitiesRatioinwhichthewill be offered	1 for 1
14	+Classof +securitiesto which theoffer relates	Fully paid ordinary shares
15	+Recorddatetodetermineentitlements	5:00 pm (AEST) on 19 August 2013
16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?	N/A
17	Policy for deciding entitlementsin relation to fractions	Rounding down
18	Names of countries in which theentity has security holders whowillnotbesentnewofferdocumentsNote: Security holders must be told how theirentitlements are to be dealt with.	N/A
	Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances or renunciations	5:00pm (AEST) on 11 November 2013
20	Names of any underwriters	CPS Capital Group Pty Ltd to the extent of210,000,000 shares which shares are sub‐underwritten by Phoenix Copper Limitedto the extent of the lesser of 210,000,000shares or that number of shares such thatthe interest of Phoenix Copper Limited in
		the Company does not exceed 19.9%.
21	Amount of any underwriting feeor commission	1.2%ofthegrossamountthatisraisedbytheunderwrittenshares(210,000,000); and2.2%ofthegrossamountthatisotherwiseraisedbytheissueofshortfallsharestoclientsofCPSCapitalGroupPtyLtdonabestendeavours basis.

+ See chapter 19 for defined terms.

23	Feeorcommissionpayabletothe broker to the issue	N/A
24	Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of security holders	N/A
25	Iftheissueiscontingentonsecurityholders'approval,thedate of the meeting	N/A
26	Date entitlement and acceptanceform and offer documents will besent to persons entitled	28 October 2013
27	If the entity has issued options,andthetermsentitleoptionholderstoparticipateonexercise,thedateonwhichnoticeswillbesenttooptionholders	9 August 2013
28	Date rights trading will begin (ifapplicable)	N/A
29	Date rights trading will end (ifapplicable)	N/A
30	Howdosecurityholdersselltheir entitlements in full througha broker?	N/A
31	How do security holders sell partof their entitlements through abrokerandacceptforthebalance?	N/A
32	How do security holders disposeof their entitlements (except bysale through a broker)?	N/A
33	+Issuedate	18 November 2013

+ See chapter 19 for defined terms.

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

Entities that have ticked box 34(a)

securities

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 +securitiesheld by those holders
36	If the +securities are +equity securities, a distribution schedule of the additional+securitiessetting 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 +securitiesfor which+quotationis sought	N/A
39	+Class+securitiesofforwhichquotation is sought	N/A
40	Do the +securitiesrank equally inall respects from the +issuedatewith an existing +classof quoted+securities?	N/A
	+securitiesIftheadditionaldonot rank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend,(inthecaseofatrust, distribution) or interestpaymentthe extent to which they donot rank equally, other than inrelation to the next dividend,distributionorinterestpayment
41	Reason for request for quotationnowExample: In the case of restricted securities, endof restriction period	N/A
	(ifissueduponconversionofanother +security,clearly identifythat other +security)
42	+classNumberandofall+securitiesquotedonASX+securities(includingtheinclause 38)	NumberN/A	+ClassN/A

+ 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 is not available now, we 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: 18 November 2013 (Company secretary)

Print name: Roslynn Shand

== == == == ==

+ See chapter 19 for defined terms.

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capitalStep 1: Calculate "A", the base figure from which the placementcapacity is calculated
Add the following:
Number of fully paid +ordinary securities•issued in that 12 month period under anexception in rule 7.2
Number of fully paid +ordinary securities•issued in that 12 month period withshareholder approval
Number of partly paid +ordinary•securities that became fully paid in that12 month period
Note:•Include only ordinary securities here –other classes of equity securities cannotbe added•Include here (if applicable) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
Subtract the number of fully paid +ordinarysecurities cancelled during that 12 monthperiod
"A"

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15
Step 3: Calculate "C", the amount of placement capacity under rule7.1 that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:
•Under an exception in rule 7.2
•Under rule 7.1A
•With security holder approval under rule7.1 or rule 7.4
Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
"C"
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15
Note: number must be same as shown inStep 2
Subtract "C"
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"
	[Note: this is the remaining placementcapacity under rule 7.1]

+ See chapter 19 for defined terms.

Part 2

Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
"A"
Note: number must be same as shown inStep 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1A
Notes:•This applies to equity securities – notjust ordinary securities•Include here – if applicable – thesecurities the subject of the Appendix3B to which this form is annexed•Do not include equity securities issuedunder rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtained•It may be useful to set out issues ofsecurities on different dates as separateline items"E"

+ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remainingplacement capacity under rule 7.1A
"A" x 0.10
Note: number must be same as shown inStep 2
Subtract "E"
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E"
	Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.

CRB/COSHSTORSCES***MPUTERAREINVEERVIPTYLTDD/AVALONMINERALSLIMITEAVI		O20TP1821RUNNUMBER	OSHLDER18/11/2013	**	*1A.C.N.	(RSP5223184412	0:11.24:18PAGE:	1113)1
CLASSGROUP:HOLDERNO	*G0/FORSSULLYPAIDDINARYHARENAMEANDADDRESS		UNITS	%I/C	RANK
GRPMOHAM	SOHMRABUAHIDBINMAMED		223,682,760	18.58	1
	MRLIMHENGSUAN		145,402,870	12.08	2
	JPMORGANNOMINEESAUSTRALIALIMITED/C<cASCOHINMEA></c		93,905,296	7.80	3
	HSBCCUSTODYNOMINEES(AUSTA)-GSCOECRALILIMITEDA		89,300,000	7.42	4
	PERSHINGAUSTRALIANOMINEESPTYLTDOCA/C><iNDIANEAN</i		76,854,252	6.39	5
	JPMORGANNOMINEESAUSTRALIALIMITED		,6,1825777	4.79	6
	CITICORPNOMINEESPTYLIMITED		,067,32157	4.74	7
	CITICORPNOMINEESPTYLIMITEDA/<cOLONIALFIRSTSTATEINVC></c		45,751,754	3.80	8
	NATIONALNOMINEESLIMITED		42,614,890	3.54	9
	HSBCCUSTOOMSDYNINEE(AUA)STRALILIMITED		20,954,139	1.74	10
	MRANTONIOCLAUDIOD'ERCOLE		15,8,45077	1.32	11
	NEFCONOMINEESPTYLTD		15,328,624	1.27	12
	UOBKAYHIANPRIVATELIMITED/C<cLIENTSA></c		15,223,496	1.26	13
	OSISCESTSIRAPITALINVTMENPTYLTD		11,400,000	0.95	14
	OBOOMRRERTWITTENM		10,168,776	0.84	15
	FLUEHOLDINGSPTYLTD		8,253247,	0.69	16
	BGLINVESTMENTSPTYLTD/C<bGLINVESTMENTSA></b		8,000,000	0.66	17
	MRROBERTWITTENOOM		7,120,407	0.59	18
	SOQUESLETPTYLTD		6,715947,	0.56	19
	MRCRISPINJOHNHENDERSON		6,075,208	0.50	20

B/CRCOMPUTERSHAREIN	VESTORSERVICESPTYLT	D***	TOP	20	HOLDER	S***		(R52SP	0:11.24:1811	13)
ONSAVALMINERALLI	D/MITEAVI		RUNNUMBER	1821	/11/1820	13	C.123A.N.	184412	GEPA:	2
*G0/FCLASSGROUP:HOOLDERNNAME	ULLYPAIDORDINARYSHASSANDADDRE	RES			SUNIT	I/%C	RANK
**	*REPORTTOTALREMAINDER*				957,379,343246,225435,	79.5420.46
*	***GRANDTOTAL			--1,==	--------------203,604,886==============	-------100.00=======

------------------------------------------------------------------------------------------------------------------------------------ TOTAL CURRENT HOLDERS MEETING CRITERIA FOR THIS REPORT: 972

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