Appendix 1A

ASX Listing application and agreement

Part 1 - Application for admission to the official list

Name of entity	ABN
A1 Minerals Limited	44 100 727 491

We, A1 Minerals Limited (the entity), apply for admission to the +official list of Australian Stock Exchange Limited (ASX) and for ⁺quotation of ⁺securities.

Part 2 - Information to be completed

About the entity

You must complete the relevant sections (attach sheets if there is not enough space).

All entities

$\mathbf{1}$ Deleted 30/9/2001

$\overline{2}$ ⁺Main class of ⁺securities
$\overline{3}$ Additional ⁺classes *securities (except *CDIs)

	Number	⁺ Class
	39,253,334	Ordinary Fully Paid
	9,500,000	30 cent November 2006 Options
of	Number be to quoted (subject to application of escrow)	⁺ Class

^+ See chapter 19 for defined terms.

$\bullet$

$\overline{\mathbf{C}}$

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		Number not to be quoted	⁺ Class
		9,500,000	30 cent November 2006 Options
4	Telephone number, postal address for all correspondence, general fax number, fax number for ⁺ company announcements office to confirm release of information to the market, and for contact e-mail address purposes.	Unit 4, 14 Bannick Court Canning Vale, Western Australia 6155 Telephone: (08) 9455 3600 Facsimile: (08) 9455 5811 Email: [email protected]
5	Address of principal ⁺ security registries for each ⁺ class of security (including CDIs)	Computershare Investor Services Pty Limited Level 2, 45 St George's Terrace Perth, Western Australia 6000 Tel: (08) 9323 2000 Fax: (08) 9323 2033
6	Annual balance date	30 June
	Companies only (Other entities go to 19)
7	of chief title Name and officer/managing executive director	Mr John Williams - Managing Director
8	Name and title of chairperson of directors	Mr Michael Hunt
9	Names of all directors	Mr Michael Hunt Mr John Williams Mr Roy Dudney Mr Peter Thomas

See chapter 19 for defined terms.

10	Duration of appointment of directors (if not subject to retirement by rotation) and details of any entitlement to participate in profits	Subject to retirement by rotation. No profit participation entitlement exists or is proposed.
11	Name and title of company secretary	Mr Mark Pitts
12	Place of incorporation	Western Australia
13	Date of incorporation	29 May 2002
14	Legislation under which incorporated	Corporations Act subsection 121(1)
15	Address of registered office in Australia	Unit 4, 14 Bannick Court Canning Vale, Western Australia 6155
16	Month in which annual meeting is usually held	November
17	Months in which dividends usually paid $($ or are are intended to be paid)	Company is a mineral exploration company with months for payment of dividends TBA
18	If the entity is a foreign $N/A$ which has company a certificated subregister for quoted ⁺ securities, the location Australian *security of registers

$\bullet$

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$\overline{\mathbf{C}}$

$\big($

$+$ See chapter 19 for defined terms.

18A If the entity is a foreign company, the name and address of the entity's Australian agent for service of process

$\mid$ N/A

(Companies now go to 31)

All entities except companies

19	title of chief and Name officer/managing executive director of the responsible entity	N/A

20	Name and title of chairperson of directors of responsible entity	N/A

21	Names of all directors of the responsible entity	N/A


22	Duration of appointment of directors of responsible entity (if not subject to retirement by rotation) and details of any entitlement to participate in profits	N/A

23	Name and title of company secretary of responsible entity	N/A

$+$ See chapter 19 for defined terms.

23A	Trusts only - if the trust is a registered managed investment scheme, the names of the members of the compliance committee (if any)	N/A
24	Place of registration of the entity	N/A
25	Date of registration of the entity	N/A
26	Legislation under which the entity is registered	N/A
27	Address οf administration office in Australia of the entity	N/A
28	If an annual meeting is held, month in which it is usually held	N/A
29	Months in which distributions usually paid are $($ or are intended to be paid)	N/A
30	If the entity is a foreign entity which has $\overline{a}$ certificated subregister for quoted securities, the location of Australian security registers	N/A
30A	If the entity is a foreign trust, the name and address of the entity's Australian agent for service of process	N/A

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(

⁺ See chapter 19 for defined terms.

About the entity All entities

Where is the information or document Tick to indicate you are providing the information or to be found? (eg, prospectus cross documents reference) Ref attached Prospectus - page 4. Evidence of compliance with 20 cent minimum $31$ Spread details TBA issue price or sale price, and spread requirements 2 copies provided with application with Prospectus, Product Disclosure Statement or 32 information memorandum relevant to the an additional 250 copies to be provided application (250 copies) within 10 business days of application. To be provided immediately upon 33 Cheque for fees confirmation of applicable fee. Type of subregisters the entity will operate CHESS and certificated sub registers 34 Example: CHESS and certificated subregisters Copies of any contracts referred to in the Attached - refer attachments for 35 ☑ prospectus, Product Disclosure Statement or question 54 and 121 information memorandum (including any underwriting agreement) Refer attached - ASX to confirm A certified copy of any restriction agreement 36 ☑ parties and agreement in acceptable entered into in relation to ⁺restricted securities form. 37 If there are ⁺restricted securities, undertaking TBA issued by any bank or ⁺recognised trustee Attached (Companies only) - certificate of incorporation or 38 ☑ other evidence of status (including any change of name) (All entities except companies) - certificate of N/A 39 registration or other evidence of status (including change of name) Previously reviewed, letter attached. Copy of the entity's constitution (eg, if a 40 ☑ company, the memorandum and articles of association)

11/3/2002

^+ See chapter 19 for defined terms.

Where is the information or document to be found? (eg, prospectus cross reference)

$\Delta$ ]	Completed checklist that the constitution Letter from ASX of clearance of complies with the listing rules (copy of articles $\vert$ checklist is available from any Companies Department)	constitution attached (refer question 40)
42	A brief history of the entity or, if applicable, the Refer Prospectus section 4 group
42A	Copy of agreement with ASX that documents ASX to provide formate of agreement. may be given to ASX and authenticated electronically.

About the securities to be quoted

All entities

$\ddot{\phantom{0}}$

$\bullet$

43	Confirmation that the ⁺ securities to be quoted are eligible to be quoted under the listing rules	Confirmed
44	Voting rights of ⁺ securities to be quoted	Ref prospectus page 60
45	A specimen certificate/holding statement for each ⁺ class of ⁺ securities to be quoted and a	Quoted securities to be uncertificated.
46	specimen holding statement for ⁺ CDIs Terms of the ⁺ securities to be quoted	Fully paid shares only
47	A statement setting out the names of the 20 largest holders in each ⁺ class of ⁺ securities to be quoted, and the number and percentage of each class of securities held by those holders	TBA
48	A distribution schedule of each ⁺ class of ⁺ equity securities to be quoted, setting out the number of holders in the categories - $1 - 1,000$ $1,001 - 5,000$ 5,001 - 10,000 $10,001 - 100,000$ 100,001 and over	TBA
49	The number of holders of a parcel of ⁺ securities with a value of more than \$2,000, based on the issue/sale price	TBA
50	Terms of any ⁺ debt securities and ⁺ convertible debt securities	N/A
		Where is the information or document to be found? (eg, prospectus cross reference)

$\mathcal{A}^{\mathcal{A}}$

^+ See chapter 19 for defined terms.

51	$\tau$ convertible debt securities			Trust deed for any $^{+}$ debt securities and $N/A$

Trusts only - if the trust is not a registered 52 managed investment scheme, ASIC exemption re buy-back provisions

	$1 \mid N/A$
ŕ.

All entities with classified assets

(Other entities go to 62)

All ⁺mining exploration entities and, if ASX asks, any other entity that has acquired, or entered into an agreement to acquire $a$ $^+$ classified asset, must give ASX the following information.

The name of the vendor and details of any relationship of the vendor with us	Vendors - John Dennis Williams (Managing Director of A1) and Debbie Lynne Williams.
	Vendors are beneficial owners of
*classified asset at the date of the acquisition or agreement, the name of the beneficial owner(s) and details of the relationship of the beneficial $owner(s)$ to us	shares in Desert Exploration Pty Ltd. Desert Explorations holds a 70% beneficial interest in mineral tenements comprising the BrightStar project (the balance being held by A1 Minerals).
The date that the vendor acquired the ⁺ classified asset	19 December 2001
The method by which the vendor +acquired the *classified asset, including whether by agreement, exercise of option or otherwise	By agreement with Golden Cross Operations Pty Ltd, a subsidiary of Golden Cross Limited.

The consideration passing directly or indirectly from the vendor (when the vendor +acquired the asset), and whether the consideration has been provided in full	Consideration was a 2% net smelter royalty and exploration expenditure requirement.

Full details of the ⁺ classified asset, including any title particulars	Exploration Licence E38/970
	If the vendor was not the beneficial owner of the

$+$ See chapter 19 for defined terms.

Where is the information or document to be found? $(eg,$ prospectus cross reference)

undertaken

on.

work

59 The work done by or on behalf of the vendor in Field developing the ⁺classified asset. In the case of a classified asset subsequent to May *mining tenement, this includes prospecting in 2002 was undertaken by A1 in earning an initial 30% beneficial relation to the tenement. If money has been spent interest by the vendor, state the amount (verification of which may be required by ASX).

The date that the entity ⁺acquired the ⁺classified 60 asset from the vendor, the consideration passing directly or indirectly to the vendor, and whether that consideration has been provided in full

A breakdown of the consideration, showing how ☑ it was calculated, and whether any experts' reports were commissioned or considered (and if so, with copies attached).

Conditional on admission to ASX and quotation of shares prior to 30 March 2004

No Expert Report was commission for the purpose of acquisition. The directors had regard to a discussion board paper, a copy of which is attached. Consideration was also given to valuation report prepared for stamp duty purposes.

About the entity's capital structure

All entities

62	Deleted 1/9/99.
63	A copy of the register of members, if ASX asks	TBA
64	A copy of any court orders in relation to a reorganisation of the entity's capital in the last five years	N/A
65	The rerms of any "employee incentive scheme"	N/A
66	The terms of any ⁺ dividend or distribution plan	N/A
67	The terms of any ⁺ securities that will not be quoted	Securities not to be quoted (other than ordinary share subject to escrow) are options the terms of which are set out on page 61 of the prospectus.
68	Deleted 1/7/98.

^+ See chapter 19 for defined terms.

$\bullet$

$\overline{\mathbf{C}}$

		Where is the information or document to be found? (eg, prospectus cross) reference)
69	The entity's issued capital (interests), showing separately each ⁺ class of ⁺ security (except ⁺ CDIs), the amount paid up on each ⁺ class, the issue price, the dividend (in the case of a trust, distribution) and voting rights attaching to each *class and the conversion terms (if applicable)	Refer page 4 of prospectus and Independent Accountants Report (note 11 to financial statements), page 54 of prospectus.
70	The number of the entity's debentures, except to showing the amount outstanding, bankers. nominal value and issue price, rate of interest, dates of payment of interest, date and terms of redemption of each ⁺ class and conversion terms (if applicable)	None
	Note: This applies whether the securities are quoted or not.
71	The number of the entity's unsecured notes, showing the amount outstanding, nominal value and issue price, rate of interest, dates of payment of interest, date and terms of redemption of each *class and conversion terms (if applicable)	None
	Note: This applies whether the securities are quoted or not.
72	The number of the entity's options to +acquire showing the number unissued *securities. outstanding	9,500,000 exercisable at 30 cents each on or before 30 November 2006
	Note: This applies whether the securities are quoted or not.
73	Details of any rights granted to any ⁺ person, or to any class of ⁺ persons, to participate in an issue of the entity's ⁺ securities Note: This applies whether the securities are quoted or not.	None

74	If the entity has any 'child entities, a list of all ⁺ child entities stating in each case the name, the nature of its business and the entity's percentage holding in it. Similar details should be provided for every entity in which the entity holds (directly or indirectly) 20% or more of the issued capital (interests).	conditional Subject acquisition to agreement - Desert Exploration Pty Ltd.

⁺ See chapter 19 for defined terms.

	About the entity's financial position (Entities meeting the profit test go to 75. For the assets test go to 81A.)
	All entities meeting the profit test
		Where is the information or document to be found? (eg, prospectus cross) reference)
75	Evidence that the entity has been in the same main business activity for the last 3 full financial years	N/A
76	Evidence that the entity is a going concern (or successor) and its aggregated profit for the last 3 full financial years	N/A
76A	Evidence entity's $+ profit$ from that the continuing operations in the past 12 months exceeded \$400,000	N/A
77	Audited ⁺ accounts for the last 3 full financial years and audit reports	N/A
78 - 79	Deleted 1/7/97.
80	Half yearly ⁺ accounts (if required) and audit report or review	N/A
80A	Pro forma balance sheet and review	N/A
80B	Statement from all directors or all directors of the responsible entity confirming that the entity is continuing to earn ⁺ profit from continuing operations	N/A
	All entities meeting the assets test (only complete one of 81A, 81B or 81C and one of 82 or 83)
	Introduced 1/7/96. Amended 1/7/99.
81	Deleted 1/7/97
81A	For entities other than ⁺ investment entities, evidence of net tangible assets of at least S2 million or market capitalisation of at least \$10 million	Refer pro forma balance sheet in Independent Accounts Report in prospectus - page 49
81B	For 'investment entities other than 'pooled development funds, evidence of net tangible assets of at least \$15 million	N/A
81C	Evidence that the entity is *pooled $\rm{a}$ development fund with net tangible assets of at least \$2 million	N/A

$\mathcal{A}^{\mathcal{A}}$

$\bullet$

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$+$ See chapter 19 for defined terms.

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$\overline{\mathbf{C}}$

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			Where is the information or document to be found? (eg, prospectus cross reference)
82		Evidence that at least half of the entity's total tangible assets (after raising any funds) is not cash or in a form readily convertible to cash (if there are no-commitments)	Refer Balance sheet in prospectus IAR Page 49.
83		Evidence that there are commitments to spend at least half of the entity's cash and assets in a form readily convertible to cash (if half or more of the entity's total tangible assets (after raising any funds) is cash or in a form readily convertible to cash)	Refer schedule of budgeted exploration expenditure on pages 10, 29, 33 and 34 of Prospectus.
84		Statement that there is enough working capital to carry out the entity's stated objectives (and statement by independent expert, if required)	4 Refer prospectus and page Independent Geologist Report (introductory letter) - page 13
85		Deleted 1/9/99.
86		Deleted 1/7/97.
87		*Accounts for the last 3 full financial years and audit report, review or statement that not audited or not reviewed	N/A
87A		Half yearly ⁺ accounts (if required) and audit report, review or statement that not audited or not reviewed	Audited financial statements available on request
87B		Audited balance sheet (if required) and audit report	Audited financial statements available on request
87C		Pro forma balance sheet and review	Refer IAR in prospectus page 49
	(Now go to 106)
88		Deleted 1/7/97.
89-92C		Deleted 1/9/99.
93		Deleted 1/7/97.
94-98C		Deleted 1/9/99.
99		Deleted 1/7/97.
100-105C		Deleted 1/9/99,

See chapter 19 for defined terms.

About the entity's business plan and level of operations

All entities

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		Where is the information or document
Information memorandum	information contained the 1n	to be found? (eg, prospectus cross reference)
106	Details of the entity's existing and proposed activities, and level of operations. State the main business	Refer prospectus - "Company Projects Overview and and Independent Geological Report.
		Business of Company is mining and exploration.
107	Details of any issues of the entity's ⁺ securities (in all ⁺ classes) in the last 5 years. Indicate issues for consideration other than cash	Refer schedule in respect of question 36
	Information memorandum requirements
All entities
108	If the entity is a company, a statement that all the information that would be required under section 710 of the Corporations Act if the information memorandum were a prospectus offering for subscription the same number of securities for which quotation will be sought is contained in the information memorandum. If the entity is a trust, a statement that all the information that would be required under section 1013C of the Corporations Act if the information memorandum were a Product Disclosure Statement offering for subscription the same number of ⁺ securities for which ⁺ quotation will be sought is contained in the information memorandum	N/A
109	The signature of every director, and proposed director, of the entity personally or by a ⁺ person authorised in writing by the director (in the case of a trust, director of the responsible entity)	N/A
110	The date the information memorandum is signed	N/A
111(a)	Full particulars of the nature and extent of any interest now, or in the past 2 years, of every director or proposed director of the entity (in the case of a trust, the responsible entity), in the promotion of the entity, or in the property acquired or proposed to be acquired by it	N/A
111(b)	If the interest was, or is, as a member or partner in another entity, the nature and extent of the interest of that other entity	N/A

See chapter 19 for defined terms.

11/3/2002

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$\mathbf{k}^{(2)}$

$\overline{\mathbf{C}}$

$\blacklozenge$

	Information contained in the information memorandum	Where is the information or document to be found? (eg, prospectus cross reference)
111(c)	If the interest was or is as a member or partner in another entity, a statement of all amounts paid or agreed to be paid to him or her or the entity in cash, ⁺ securities or otherwise by any ⁺ person to induce him or her to become or to qualify him or her as, a director, or for services rendered by him or her or by the entity in connection with the promotion or formation of the listed entity	N/A
112(a)	Full particulars of the nature and extent of any interest of every expert in the promotion of the entity, or in the property acquired or proposed to be acquired by it	N/A
112(b)	If the interest was or is as a member or partner in another entity, the nature and extent of the interest of that other entity	N/A
112(c)	If the interest was or is as a member or partner in another entity, a statement of all amounts paid or agreed to be paid to him or her or the entity in cash, securities or otherwise by any person for services rendered by him or her or by the entity in connection with the promotion or formation of the listed entity	N/A
113	A statement that ASX does not take any responsibility for the contents of the information memorandum	N/A
114	A statement that the fact that ASX may admit the entity to its *official list is not to be taken in any way as an indication of the merits of the entity	N/A
115	If the information memorandum includes a statement claiming to be made by an expert or based on a statement made by an expert, a statement that the expert has given, and has not withdrawn, consent to the issue of the information memorandum with the particular statement included in its form and context	N/A

$+$ See chapter 19 for defined terms.

Where is the information or document to be found? (eg, prospectus cross reference)

116	A statement that the entity has not raised any capital for the 3 months before the date of issue of the information memorandum and will not need to raise any capital for 3 months after the date of issue of the information memorandum	N/A
117	statement that a supplementary information $\mathsf{A}$ memorandum will be issued if the entity becomes ⁺ aware of any of the following between the issue of the information memorandum and the date the entity's +securities are +quoted or reinstated. statement in the information material $\mathsf{A}$ memorandum is misleading or deceptive. There is a material omission from the information memorandum. There has been a significant change affecting a ٠ matter included in the information memorandum. A significant new circumstance has arisen and it would have been required to be included in the information memorandum	N/A

Information contained in the supplementary information memorandum

Ιf memorandum:		there is a supplementary	information
	• Correction of any deficiency.
matter.		• Details of any material omission, change or new
		• A prominent statement that it is a supplementary
	information memorandum.
		• The signature of every director, or proposed director, of the entity personally or by a ⁺ person authorised in writing by the director (in the case of a trust, director of the responsible entity).
٠	memorandum is signed.	The date the supplementary	information

Evidence if supplementary information memorandum is issued

119	$\Box$ Evidence that the supplementary information $N/A$
	memorandum accompanied every copy of the
	information memorandum issued after the date of the
	supplementary information memorandum.

$\overline{\phantom{a}}$

^+ See chapter 19 for defined terms.

Other information

All entities

Where is the information or document to be found? (eg, prospectus cross reference)

120	Evidence that the supplementary information memorandum was sent to every *person who was sent an information memorandum	N/A
121	Details of any material contracts entered into between the entity and any of its directors (if a trust, the directors of the responsible entity)	Refer prospectus 11.2 Summary of Material Contracts agreements set out in attachment in respect of question 54 and attached in respect of question 121.
122	A copy of every disclosure document or Product issued. and every Statement Disclosure information memorandum circulated, in the last 5 years	None other than current prospectus
123	Information not covered elsewhere and which, in terms of rule 3.1, is likely materially to affect the price or value of the entity's *securities	None known
123A	The documents which would have been required to be given to ASX under rules 4.1, 4.2, 4.3, 4.5, 5.1, 5.2 and 5.3 had the entity been admitted to the ⁺ official list at the date of its application for admission, unless ASX agrees otherwise. Example: ASX may agree otherwise if the entity was recently incorporated.	None noted

Mining exploration entities

124

A map or maps of the mining tenements prepared by a qualified ⁺person. The maps must indicate the geology and other pertinent features of the tenements, including their extent and location in relation to a capital city or major town, and relative to any nearby properties which have a significant bearing on the potential of the tenements. The maps must be dated and identify the qualified +person and the report to which they relate.

Independent Refer Prospectus – Geologist Report

$125$ Deleted 1/7/97

$\mathcal{A}$

^+ See chapter 19 for defined terms.

Where is the information or document to be found? (eg, prospectus cross reference)

126	A schedule of imining tenements prepared by a The schedule must state in qualified person. relation to each ⁺ mining tenement: the geographical area where the "mining tenement" is situated: the nature of the title to the ⁺ mining tenement; whether the title has been formally confirmed or approved and, if not, whether an application for confirmation or approval is pending and whether the application is subject to challenge; and the ⁺ person in whose name the title to the ⁺ mining tenement is currently held.	Refer Prospectus - Independent Geologist Report and Solicitors Report
127	If the entity has ⁺ acquired an interest or entered into an agreement to ⁺ acquire an interest in a ⁺ mining tenement from any ⁺ person, a statement detailing the date of the ⁺ acquisition of the interest from the vendor and the purchase price paid and all other consideration (whether legally enforceable or not) passing (directly or indirectly) to the vendor.	Only acquisition for the related party vendor relates to acquisition of Desert Exploration Pty Ltd for a consideration of 7.5 million shares and options. details Acquisition and agreement attached to this application - refer question 54 for copy of Contract.
128	A financial statement by the directors (if a trust, the directors of the responsible entity) setting out a program of expenditure together with a timetable for completion of an exploration program in respect of each ⁺ mining tenement or, where appropriate, each group of tenements	10 prospectus and Refer page $\overline{\phantom{a}}$ independent geological report for detail breakdown of that expenditure.
129	A declaration of conformity or otherwise with the Australasian Code for Reporting of Identified Mineral Resources and Ore Reserves for any reports on mineral resources and ⁺ ore reserves	Refer Independent Geological report by RSG Global, page 12 of Prospectus.

$\hat{\mathbf{v}}$ $\overline{\phantom{a}}$

$\blacklozenge$

$\blacksquare$

⁺ See chapter 19 for defined terms.

Part 3 - Agreement

All entities

You must complete this agreement. If you require a seal to be bound, the agreement must be under seal.

We agree:

Our admission to the 'official list is in ASX's absolute discretion. ASX may admit us $\mathbf{1}$ on any conditions it decides. "Quotation of our *securities is in ASX's absolute discretion. ASX may quote our 'securities on any conditions it decides. Our removal from the ⁺official list or the suspension or ending of ⁺quotation of our ⁺securities is in ASX's absolute discretion. ASX is entitled immediately to suspend +quotation of our *securities or remove us from the *official list if we break this agreement, but the absolute discretion of ASX is not limited.
$\overline{2}$ 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 the *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 601MB(1), 737, 738, 992A, 992AA 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.
$\mathfrak{Z}$ 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.
$\overline{4}$ 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.

^+ See chapter 19 for defined terms.

5 We will comply with the listing rules that are in force from time to time, even if "quotation of our 'securities is deferred, suspended or subject to a 'trading halt.
6 The listing rules are to be interpreted:
in accordance with their spirit, intention and purpose:
by looking beyond form to substance; and
in a way that best promotes the principles on which the listing rules are based.
$\overline{7}$ ASX has discretion to take no action in response to a breach of a listing rule. ASX may also waive a listing rule (except one that specifies that ASX will not waive it) either on our application or of its own accord on any conditions. ASX may at any time vary or revoke a decision on our application or of its own accord.
8 A document given to ASX by an entity, or on its behalf, becomes and remains the property of ASX to deal with as it wishes, including copying, storing in a retrieval system, transmitting to the public, and publishing any part of the document and permitting others to do so. The documents include a document given to ASX in support of the listing application or in compliance with the listing rules.
9 In any proceedings, a copy or extract of any document or information given to ASX is of equal validity in evidence as the original.
10 Except in the case of an entity established in a jurisdiction whose laws have the effect that ⁺CHESS cannot be used for holding legal title to ⁺securities:
We will satisfy the ⁺SCH ⁺technical and performance requirements and meet any other requirements *SCH imposes in connection with *CHESS approval of our *securities.
When ⁺securities are issued we will enter them in the ⁺CHESS subregister holding of the applicant before they are quoted, if the applicant instructs us on the application form to do so.
*SCH is irrevocably authorised to establish and administer a *CHESS subregister in respect of the *securities for which *quotation is sought.
11 Except in the case of an entity established in a jurisdiction whose laws have the effect that ⁺CHESS cannot be used for holding legal title to ⁺securities, we confirm that either:

we have given a copy of this application to ⁺SCH in accordance with section 3 of the SCH Business Rules; or

we ask ASX to forward a copy of this application to ⁺SCH.

$+$ See chapter 19 for defined terms.

In the case of an entity established in a jurisdiction whose laws have the effect that 12 *CHESS cannot be used for holding legal title to *securities:
SCH is irrevocably authorised to establish and administer a +CHESS $\bullet$ subregister in respect of ⁺CDIs.
We will make sure that "CDIs are issued over "securities if the holder of quoted *securities asks for *CDIs.
In the case of an entity established in a jurisdiction whose laws have the effect that 13 *CHESS cannot be used for holding legal title to *securities:

we have given a copy of this application to 'SCH in accordance with section 3A of the SCH Business Rules; or

we ask ASX to forward a copy of this application to +SCH.

Dated: 4 November 2003 A1 J John) Viliams

Maraging Director

[Proper execution - if the entity has a seal, execution must be under seal]

$=$ $=$ $=$ $=$ $=$ $=$

$+$ See chapter 19 for defined terms.

AI assistant

BRIGHTSTAR RESOURCES LIMITED Capital/Financing Update 2003

64581_rns_2003-12-03_34d84dac-4b3a-4431-8bc0-6ce1b9c9711a.pdf

Appendix 1A

ASX Listing application and agreement

Part 1 - Application for admission to the official list

Part 2 - Information to be completed

About the entity