BRIGHTSTAR RESOURCES LIMITED — Capital/Financing Update 2003

Nov 24, 2003

MARKET RELEASE

25 November 2003

A1 Minerals Limited

A1 Minerals Limited has applied for admission to the official list of Australian Stock Exchange Limited and for quotation of its securities. It has been given a provisional ASX code. Provision of an ASX code and publication of the following information does not mean that the entity will be admitted or that its securities will be quoted.

Pam Ross Manager Company Announcements Office

											NA MANAMANA NA MANAMANA NA MANAMANA MANAMANA
											ER EN NORDERLAND EN DER ET ET ET ET ET ET ET ET ET ET ET ET ET
	THE CONTRACT OF STREET

ran in 1620.

saanda Lapulliaan († 1141)
13 de eeu april Prinspal († 1321)
4 july Barrest Gourd († 1411) sa 14 Banack Could
hing Vale Western Australia 6433
phone: (618) 9455 3600
limile: (618) 9455 5811
list - frio@alimnerals.com

USE International International International International International International International International International International International International International International International Interna

• Managing Director

Mark Hronsky - Principal Geologist

HIMIT I

CONTENTS KEY POINTS

	HRISK FACTORS APRILLE IN THE THEFT	. u y u 1. IMPORTANT NOTES AND STATEMENTS 2 [2] CHAIRMAN'S LETTER ###################################### 4 COMPANY AND PROJECT OVERVIEW 5 DIRECTOR'S AND MANAGEMENT 6. INDEPENDENT GEOLOGIST'S REPORT 12 7. SOLICITOR'S REPORT ON TENEMENTS 39 II 8. INDEPENDENT ACCOUNTANT'S REPORT!!!!45 9. CORPORATE GOVERNANCE IIIIIIIIIIIIIIIIIIIIIIII55 MISZ

KEY POINTS

• A1 is acquiring a 100% interest in the highly prospective BrightStar Gold Project in the Laverton District of Western Australia, containing a new gold discovery.

• BrightStar has a geochemical 'footprint' which indicates a large but only partly tested gold system (strike length over 10km).

• A1 has re-interpreted the geological model used by previous explorers, and has developed an exploration model of a shallow-dipping multiple stacked style of mineralisation, similar in structure to nearby 7+ million ounce discoveries at Sunrise/Cleo and Wallaby/Just in Case.

. Al has successfully drill tested this re-interpreted model by RC drilling, including near surface intercepts as follows :

12m @ 47.66g/t(uncut), 10m @ 5.65g/t, 7m @ 7.09g/t, 8m @ 4.42g/t, 5m @ 4.27g/t, 5m @ 9.97g/t, and 7m @ 7.65g/t

• A1 owns a 100% interest in the Narnoo Project which covers some 570 km² of highly prospective exploration ground in the Laverton District. Previous work has outlined a number of attractive targets, which have had no detailed drill testing. The drilling that has been done shows promising mineralisation intersected.

Al's relatively small issued capital (less than 40m shares on listing) provides shareholders with high leverage on exploration success.

Figure 1 REGIONAL MAP SHOWING BRIGHTSTAR GOLD PROJECT AND NARNOO PROJECT

1. IMPORTANT NOTES AND STATEMENTS

This Prospectus has been issued by AT Minerals Limited.

This Prospectus is dated 31 October 2003 and was lodged with the ASIC on that date. Neither ASIC nor ASX take responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. No Shares or other securities will be allotted on the basis of this Prospectus later than the expiry date of this Prospectus being the date which is 13 months after the date of this Prospectus. Shares allotted or issued pursuant to this Prospectus will be allotted or issued on the terms and conditions set out herein.

Refore deciding to invest in the Company notential investors should read the entire Prospectus and in particular, in considering the prospects for the Company, investors should consider the risk factors that could affect the financial performance of the Company. The Company is at the early stages of its development and therefore there are risks. Refer to Section 10 of this Prospectus for information relating to risk factors. The Shares offered by the Prospectus should be considered speculative, investors should carefully consider these factors in light of personal circumstances (including financial and taxation issues) and seek professional advice from an accountant, stockbroker, lawyer or other professional adviser before deciding whether to invest.

This Prospectus will be issued as an electronic prospectus and may be accessed on the Internet at www.alminerals.com.au. The Offer pursuant to an Electronic Prospectus is only available to persons receiving an electronic version of this Prospectus within Australia. The Corporations Act prohibits any person from passing to another person the Application Form unless it is attached to or accompanies the complete and unaltered version of this Prospectus. During the Offer period, any person may obtain a paper copy of this Prospectus free of charge by contacting the Company.

In accordance with Chapter 6D of the Corporations Act. this Prospectus is subject to an exposure period of 7 days from the date of lodgement with the ASIC. This period may be extended by the ASIC for a further period of up to 7 days. This purpose of this exposure period is to enable this Prospectus to be examined by market participants prior to the raising of funds. This examination may result in the identification of deficiencies in this Prospectus. If a deficiency is detected, any Application received may need to be dealt with in accordance with section 724 of the Corporations Act. Applications received prior to the expiration of the exposure period will not be processed until after the exposure period. No preference will be conferred on Applications in the exposure period and all Applications received during the exposure period will be treated as if they were simultaneously received on the Opening date.

Certain statements in this Prospectus constitute forward-looking statements. Investors should note that those statements are inherently subject to uncertainties in that they may be affected by a variety of known and unknown risks, variables and other factors that could cause actual values or results, performance or
achievements to differ materially from anticipated results, implied values, performance or achievements projected or implied in the statements. These risks, variables and factors include but are not limited to matters described in Section 10 of this Prospectus. Al Minerals gives no assurance that the anticipated results, performance or achievements expressed or implied in those forward-looking statements will be achieved.

Defined terms and abbreviations used in this Prospectus are explained in Section 12 titled Key Definitions.

2. CHAIRMANS LETTER

Dear Investor

It is my pleasure to offer you the opportunity to become a shareholder of A1 Minerals Limited.

A1 has an advanced gold exploration project with the prospect of early production, other tenure of excellent potential for gold and nickel, a skilled and multi-disciplined board and management with long exploration and mining experience.

Investors can participate in the potential development of a significant gold discovery. Al's professional exploration and mining management team, responsible for discovering the BrightStar Gold Project, is committed to fully develop and exploit it.

The BrightStar Gold Project is a new discovery of enormous potential. It is at the advanced exploration stage with significant drill intercepts of high grade gold. There is potential for finding substantial economically viable resources, amenable to early stage open pit mining. Drilling and fieldwork will recommence following completion of the Offer, with the objective to quickly identify economic resources and to realise the potential for BrightStar to be a multimillion ounce deposit.

Al also has a large exploration holding in the Narnoo Project. The Narnoo Project covers more than 570 square kilometres and is on the same greenstone belt as BrightStar. Al will use the re-interpretation ability that it successfully demonstrated at the BrightStar on Narnoo which includes many kilometres of gold mineralised trends. As the Narnoo Project is on exploration licence applications only, A1 will not be required to commit much expenditure at Narnoo until the licences are granted, which is not anticipated until after the BrightStar Gold Project has been significantly advanced.

The Directors of A1 provide an experienced team with an emphasis on gold exploration and production. They offer a combined background in exploration geology, mine management and geology, mining and commercial law, hands on business experience, accounting and company administration. The team is focused on finding a multi-million ounce deposit in the exciting Laverton region which has shown significant growth in exploration activity recently following the discoveries of 7 million ounce plus deposits at Sunrise/Cleo and Wallaby/Just in Case.

I invite you to participate in the development of the BrightStar Gold Project and the exploration of the Narnoo Project through an investment in A1 Minerals Limited.

Yours Sincerely

Michael Hunt. Chairman

3. INVESTMENT SUMMARY

Description of the Offer

The Company offers for subscription a total of 17,500,000 fully paid ordinary shares at an issue price of 20 cents each to play \$3,500,000. The minimum subscription will be 1.2 CAO,000 shores to raise \$3,500,000.

Use of Proceeds

The Company intends to use the funds raised from the Offer as follows:

• a) to finance exploration and pre-feasibilty studies of the BrightStar Gold Project and Narnoo Project as described in this Prospectus;
• b) to provide working capital for the Company to meet its general operating and administrative costs; and

c) to meet the Company's costs associated with this Prospectus and its application for listing on ASX. Funds raised from the Offer will be applied as follows:

Description	Expenditure if only minimum cubccription reached	Expenditure on full cubscription\$2.5m raised
Exploration Expenditure	\$1,540,000	\$2,405,000
Working Capital	\$685,000	\$770,000
Expenses of Offer	\$275.000	\$325,000
Total	\$2,500,000	\$3,500,000

To the extent that the funds raised fall between the minimum and the maximum subscriptions they will be applied to exploration expenditure. The Directors are of the opinion that on completion of the Offer there will be sufficient working capital for the Company to meet its stated objectives.

Indicative Timetable

Prospectus lodged with ASIC
Offer opening
Offer closing
Expected dispatch of holding statements 28 November 2003
Share trading expected to commence on ASX

The above dates are indicative only and may change without notice.

Capital Structure

The existing capital structure of the Company at the completion of the offer based upon minimum or full subscription would be as follows:

Description	Minimum Subscription		Fully Subscribed
	Number	%	Number	%
Shares to be issued to the Vendors and Seed capital providers
Shares prior to completion of the Offer	14,253.334	41.5%	14.253.334	36.3%
Shares issued pursuant to Agreement to acquire Desert Exploration Pty Ltd (1)	7.500.000	21.9%	7,500,000	19.1%
	21,753,334		21,753,334
Shares to be offered to the public
Numbers of Shares offered pursuant to the Offer	12.500.000	36.6%	17.500.000	44.6%
Total Shares on issue upon listing on ASX	34.253.334		39,253,334
Market Capitalisation upon the listing on ASX	\$6,850,667		\$7.850.667

(1) The Company will issue 7,500,000 Shares as part of the consideration for the acquisition of Desert Exploration Pty Ltd (the holder of a controlling interest in BrightStar) upon being admitted to the Official List of ASX. A summary of the terms and conditions of the DesertEx Sale Agreement is outlined at Section 11.2

The Company will on admission to the Official List have on issue a total of 9,500,000 options exercisable at 30 cents each on or before 30 November 2006 as follows:

. 7,500,000 Vendor Options issued pursuant to the DesertEx Sale Agreement;

THERMANIARMANIARMANIARMANIARMANIARMANIARMANIARMANIARMANIS

• . 1,000,000 Options issued to Montagu as part of the Sponsoring Broker Agreement; and
• . 1,000.000 Executive Options to the Chairman Mr. Michael Hunt. The Executive Options are exercisable subject to certain conditions (including the admission of the Company to the Official List of the ASX).

A summary of the terms and conditions of the Options is outlined in Section 11.4 of this Prospectus.

No Application will be made by the Company for any of the Options as set out above to be quoted on the ASX.

Sponsoring Broker to Issue

The Issue is sponsored by Montagu Stockbrokers Pty Ltd a participating organization of the ASX. Details of the fees payable to the Sponsoring Brokers are set out in Section 11.2.

How to Apply for Shares

An application for Shares in A1 Minerals Limited can only be made by completing and lodging the Application Form contained at the back of this Prospectus. Completion instructions are included on the reverse side of the Application Form

Applications must be accompanied by payment in Australian currency of 20 cents per Share. Cheques should be made pavable to A1 Minerals Limited - Share Offer and crossed "Not Negotiable". No brokerage or stamp duty is pavable by Applicants.

Application Forms and accompanying cheques should be lodged with:

A1 Minerals Limited,

c/- Computershare Investor Services Pty Limited Level 2, Reserve bank Building 45 St Georges Terrace. Perth Western Australia 6000

Completed Applications may be lodged at any time after the Opening Date and before the Closing Date. The Company reserves the right to extend the Offer or to close the Offer early without notice. Applicants are therefore urged to lodge their Application Form as soon as possible.

An original, completed and lodged Application Form for Shares, together with a cheque for the Application money, represents an offer to subscribe for the number of Shares specified in the Application Form. The Application Form does not need to be signed to be a valid Application. An Application will be deemed to have been accepted by the Company upon allotment of the Shares. The Directors reserve the right to accept any Application in whole or in part or to reject any Application.

If the Application Form is not completed correctly, or if the accompanying payment of the appropriate Application money is for the wrong amount, it may still be treated by the Company as valid. The Directors' decision as to whether to treat the Application as valid and how to construe, amend or complete the Application Form is final. However an Applicant will not be treated as having applied for more Shares than is indicated by the amount of the cheque for the Application money.

Cash will not be accepted and receipts will not be issued.

Minimum Application

The minimum Application is for 10,000 Shares at 20 cents each. A larger number of Shares may be applied for in multiples of 1,000 Shares.

Application and Allotment of Shares

If an Application is not accepted, or is accepted in part only, the relevant part of the Application money will be refunded. Interest will not be paid on Application money so refunded.

The allotment of Shares to Applicants will occur as soon as practicable after the Closing Date and after Application Forms and Application moneys have been received for the minimum subscription of Shares being offered, following which statements of shareholding will be dispatched. It is the responsibility of Applicants to determine their allocation prior to trading in the Shares. Applicants who sell the Shares before they receive their statement of shareholding will do so at their own risk.

Application Monies held in Trust

All Application monies will be held in trust in a separate subscription bank account until allotment of the Shares. The subscription account will be established and kept by the Company on behalf of the Applicants. Any interest that accrues will be retained by the Company and will not be paid to the Applicants.

Minimum Subscription

The minimum subscription for the offer is 12,500,000 Shares raising \$2,500,000. No Shares will be issued pursuant to this Prospectus until the minimum subscription is reached. Should the Company not receive the minimum subscription, the Company will return all money received to the Applicants within the time frame prescribed by law. All interest earned on all Application monies will be retained by the Company.

Brokers

The Company will pay a fee of 5% of the amount subscribed (and accepted by the Company) to any holder of a financial services licence in respect of Applications bearing their stamp.

ASX Listing

Application will be made by the Company to the ASX, within seven days after the date of this Prospectus, for the Company to be admitted to the Official List and for quotation of

a) the Shares issued pursuant to this Prospectus; and

b) the existing Shares, other than those existing Shares that are, or that the ASX is likely to treat as restricted securities as defined in the ASX Listing Rules.

If granted, official quotation of the Shares will commence as soon as practicable after allotment of the Shares.

If the Company is not admitted to the Official List and the Shares not admitted to quotation within three months after the date of this Prospectus none of the Shares offered under this Prospectus will be allotted and all Application monies will be refunded without interest as soon as practicable.

The ASX takes no responsibility for the contents of this Prospectus. The fact that the ASX may admit the Company to its Official List is not to be taken in any way as an indication of the merits of the Company or the Offer.

Restricted Securities

ASX may classify certain Shares and Options as being subject to the restriction provisions of the ASX Listing Rules. These Shares and Options may be required to be held in escrow for a period to be determined by ASX.

Non Resident Investors

This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or extend such an invitation.

No action has been taken to register or qualify the Shares, or the Offer or otherwise to permit a public offering of Shares in any jurisdiction outside Australia.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons outside Australia who come into possession of this Prospectus should seek advice and observe any such restrictions.

It is the responsibility of non Australian resident investors to obtain all necessary approvals for the issue to them of Shares under this Prospectus.

CHESS

The Company will apply to participate in the Clearing House Electronic Sub-register System ("CHESS"), operated by the ASX Settlement and Transfer Corporation Pty Ltd ("ASTC") a wholly owned subsidiary of the ASX, in accordance with the Listing Rules and SCH Business Rules.

Under this system the Company will not issue certificates to investors. Instead, shareholders will receive a statement of their holdings in the Company.

If an investor is broker sponsored, the Company's share registry will on allotment issue an advice setting out the numbers of Shares allotted to that Shareholder. At the end of the month of allotment the ATSC will send them a CHESS statement. The CHESS statement will set out the number of Shares allotted to each holder under the Prospectus, give details of the shareholder's Holder Identification Number ("HIN") and give the Participant Identification Number ("PIN") of the sponsor. If a Shareholder is registered on the Issuer Sponsored Sub-register, a statement will be dispatched by the Company's share registry on allotment which will set out the number of Shares allotted under the Prospectus and the Shareholder's Security holder Reference Number ("SRN").

A CHESS statement or Issuer Sponsored Statement will be routinely sent to shareholders at the end of any calendar month during which the balance of their holding changes. A shareholder may request a statement at any other time, however a charge may be made for additional statements.

Risks

An investment in the Company has the risks associated with an investment in mineral exploration companies trading on ASX. The price of the Shares can fall as well as rise. Because of the nature of the Company's operations the Directors consider an investment in the Shares to be speculative. Before deciding to invest in the Company, potential investors should read the Prospectus in its entirety and, in particular, should consider the Risk Factors that could affect the operating and financial performance of the Company as set out in Section 10.

A1 MINERALS LIMITED PROSPECTUS

Company Projects and Overview 4.

The Company

The Company was registered in Western Australia on 29th May 2002 with the aim of acquiring and exploring the BrightStar Gold Project and with the objective of developing a mining operation.

During 2002 and 2003, the Company undertook a series of small capital raisings from Directors and private investors to obtain funds to undertake exploration. On 4 June 2002 the Company entered an agreement with DesertEx whereby it could earn a 30% interest in the BrightStar Gold Project by funding exploration.

On 29 October 2003 the Company entered into an acquisition agreement whereby it will acquire 100% of the issued capital of DesertEx and as a result 100% ownership in the BrightStar Gold Project. This acquisition agreement is subject to the admission of the Company to the Official List of the ASX.

Projects Overview

After listing the Company will wholly own the BrightStar Gold Project and the Narnoo Project. They are both situated within the highly prospective Laverton district in the Northeast Goldfield region of the Yilgarn Craton of Western Australia.

The BrightStar Gold Project is the primary focus for the Company and the project which most of the funds raised pursuant to this Prospectus will be committed. The project consists of a granted exploration licence (E38/970), a mining lease application over the BrightStar Discovery Zone (MLA 38/968) and two exploration licence applications along strike to the northwest (ELA38/1517) and southeast (ELA38/1523). The aim is to build on recent exploration success by further exploration and development thereby moving BrightStar to production within a relatively short time frame.

The Narnoo Project is situated 120km southeast of the BrightStar Gold Project. It comprises three exploration licence applications (ELA39/981, 982 and 985) and so does not require any expenditure until granted. Much of the initial groundwork in locating drill targets has been completed. It is expected that expenditure on the Narnoo Project will be phased in as the BrightStar Gold Project is advanced towards production.

Figure 1 REGIONAL MAP SHOWING BRIGHTSTAR GOLD PROJECT AND NARNOO PROJECT

The BrightStar Gold Project

The BrightStar Gold Project provides investors with an opportunity to participate in an advanced exploration project with potential for the delineation of a significant gold deposit. BrightStar is a 30Km' area located on the eastern margin of the Laverton Tectonic Zone (LTZ). The LTZ has produced nearly 9 million ounces of gold to 2002 from a resource base of nearly 25 million ounces. This endowment in gold resources has shown further significant growth recently following the discoveries and development of 7 million ounce plus deposits at Sunrise/Cleo and Wallaby/Just in Case. A key aspect of these deposits has been recognition of a characteristic shallow dip to host structures.

Modern gold exploration at BrightStar has only occurred since 1997 because of its remoteness and thin masking of alluvial cover. The initial holders of the tenements carried out an auger soil sampling program delineating three anomalies with peaks up to 56ppb gold. The tenements were farmed out in a joint venture which instigated a vacuum drilling program followed by rotary air blast (RAB) drilling. This achieved a result of 12m averaging 6.04g/t from 63m and identified a west-northwest trending anomaly extending over 400m in length. Six reverse circulation (RC) holes were drilled to test the trend. This drilling encountered intercents including Em averaging 17 Eq.(t Au from 65m in one hole and 3m averaging 5.3g/t Au from 57m in another hole. Despite these encouraging results the ioint venture was disbanded without completing additional ground exploration. DesertEx acquired the original tenement E38/970 in 2001 and in conjunction with the Company in 2002 reassessed the previous exploration data. The Company's geologists have re-interpreted the data as indicating the presence of a west-northwest trending structure with a shallow dip toward the north-northeast.

The Company has successfully tested its re-interpretation by reverse circulation drilling which has provided a number of very encouraging intercepts. The table (see also Figure 2 and 3) below illustrates a number of these intercepts.

Gold Intercept	From Depth
5m @ 9.97q/t Au	59 m
7m @ 7.09g/t Au	35m
7m @ 7.65g/t Au	45m
12m @ 47.66g/t Au (uncut)	52m
10m @ 5.65g/t Au	13m
5m @ 4.27g/t Au	91m
8m @ 4.42g/t Au	36m

Drilling to date supports the interpretation of mineralisation comprised of a thick zone of stacked shoots plunging at a low angle to the northwest. Most intercepts occur in soft weathered rock associated with a mineralised shoot plunging gently northwards. Best grades occur close to surface and a low water table below 80m depth bodes well for accessibility via open pit mining.

Gold mineralisation remains open up and down dip and along strike in both directions (Figure 2). Exploration undertaken by A1 suggests the BrightStar Discovery Zone represents a portion of a regionally significant gold mineralised system highlighted by surface and shallow drill geochemistry anomalies over 10km of strike within the project area. However, to date only 500m of mineralisation has been adequately tested resulting in the intercepts set out above.

Due to the recent multi-million ounce discoveries the Company believes the Laverton area should continue to show potential for more. The BrightStar shallow dip and stacked lodes (Figure 3) are similar in nature to the geological settings at recent large discoveries in the district. With only a very small area of the 10km of gold anomalies at BrightStar tested to date, the Company is optimistic that further exploration success will follow.

During 2004, continuous phases of drilling (including RAB drilling for testing targets and outlining shallow mineralisation and RC drilling to define and measure resources) are planned to be undertaken. In 2005, it is the Directors intention to finalise resource definition and to carry out pre-feasibility studies.

Figure 2 PLAN VIEW OF BRIGHTSTAR DISCOVERY ZONE DRILLING

Figure 3 SCHEMATIC VERTICAL SECTION LOOKING NORTHEAST (BRIGHTSTAR)

Figure 4 BRIGHTSTAR GOLD PROJECT TENEMENTS AND GOLD ANOMALIES

The Narnoo Project

The Narnoo Project covers approximately 570 square kilometres of largely untested greenstone terrain located approximately 150km southeast of Laverton. The area hosts a number of mineralised high priority prospects which have been delineated whilst in the hands of major companies from 1988 to 2001.

The first modern exploration at Narnoo was conducted from 1988 to 1994. Using 250 mineralised-spaced airborne magnetic surveys to aid in focusing RC drilling, the tenement holder located significant drill intercepts of 1m $\circledR$ 1.40g/t Au at Chillon prospect, 1m @ 3.74g/t Au at Rusty prospect and 1m @ 3.49g/t Au at Wallbanger prospect. Parts of the area were either relinguished or joint ventured without conducting further exploration.

Further work was undertaken by the next tenement holder, a major mineral exploration and mining company, which led to the discovery of the 'Lightfoot anomaly'. Subsequent drill traverses were completed to test greenstone segments on the basis of magnetic data. Aircore drilling identified a 1km long anomaly over 100m wide where all holes intersected greater than 0.5g/t Au with a best intercept of 1m $\omega$ 2.48g/t Au.

The Narnoo Project overlies an under-explored greenstone belt that has not been subject to intense previous activity because of its perceived relative remoteness and of pervasive Palaeozoic and Cainozoic cover masking the prospective greenstone. Magnetic data suggests structural settings are present that are favourable to host Archaean mesothermal gold mineralization within basement rocks. Drilling to date, despite being relatively limited in its coverage for the area, has identified a number of targets that warrant additional exploration.

Narnoo has an exploration history similar to BrightStar in that exploration by major companies has been undertaken, but those companies have withdrawn after initial groundwork and locating target areas with gold potential. Narnoo has gold prospects that remain untested. A1 will initially conduct relatively low level exploration by more enhanced capture of magnetic coverage, further soil geochemical surveys and definition drilling of gold targets focusing at first on the Lightfoot anomaly.

Exploration is planned to commence in the third quarter of 2004. This will include reprocessing of magnetic data and a small RC drilling program to further test the Lightfoot anomally. This is planned to be followed by geochemical soil surveys and RC drilling on both the Lightfoot anomaly and other targets.

		Summary Exploration Expenditure by Project
--	--	---------------------------------------------------	--	--

Project		Full Subscription (\$)	Minimum Subscription (\$)
	Year I	Year 2	Year 1	Year 2
BrightStar Gold Project	.160.000	970.000	830.000	485.000
Narnoo Project	75.000	200.000	75.000	150.000
Total	1.235.000	.170.000	905.000	635.000

ING ING ING ING ING ING ING WANG RALS STAIR ED PROSPECTUS ING ING ING ING ING ING ING ING ING ING

5. Directors and Management

The Board and management of A1 have the diversity of skills and experience required to lead a strong and successful publicly listed mining company.

Michael Hunt BA, LLB (Hons)

Chairman (Non Executive)

Mr Hunt is a partner in Hunt & Humphry Project Lawyers in Perth. Mr Hunt is an experienced commercial lawyer who established Australia's first "boutique" law firm in 1980 which later became part of the national firm Blake Dawson Waldron. In 1983 the Western Australian Government retained Mr Hunt to conduct an inquiry into the State's mining law. The resulting report and detailed recommendations for change have since been embodied into amendments to the State Mining Act.

Mr Hunt has since provided advice to other Governments and has authored many articles and academic texts on various aspects of petroleum and mining law. In 1990 Bulletin Magazine identified Mr Hunt as one of Australia's top 50 commercial lawyers.

Mr Hunt is also Chairman of Redback Mining NL (ASX:RBK) which is developing a significant gold project in Ghana.

John Williams B.Sc, MAusIMM

Managing Director

Mr. Williams has 20 years experience as a geologist in Australia and overseas. This experience ranges through the spectrum of activities from exploration, feasibility studies, mine geology (open pit and underground) and mine management.

Mr Williams has worked in exploration and the development of new resources. He was instrumental in the discovery of a number of deposits that include the BrightStar Gold Project, Wendy Gully and the Attilla deposit at Yamarna in Western Australia.

Mr Williams was involved with the mine management of gold mines at Lady Bountiful, Broads Dam and Burbanks. Whilst having responsibility of mine geology he has also acted as the statutory Mine Manager in some open pit operations.

Before joining A1 Minerals Mr Williams operated as a mining consultant to Australian and Canadian firms in business development involving project acquistion, financial analysis and contract negotiation.

Mr Williams is a mining industry advocate and has served on boards and committees of a number of professional and industry bodies.

Roy Dudney

Director (Non Executive)

Mr. Dudney is a successful Western Australian businessman with over 30 years experience in industrial and mining service businesses. He has owned and managed heavy industrial hire businesses for 14 years.

Peter Thomas CPA

Director (Non Executive)

Mr. Thomas is a Certified Practising Accountant with 25 years experience in mining and commercial practice. Prior to commencing his own practice Mr Thomas worked in the mining industry for a large multinational mining corporation. Mr. Thomas brings considerable experience in exploration and mining administration.

Mark Hronsky Dip. Geol. MAIG

Principal Geologist

Mr Hronsky has extensive exploration experience and a proven record in the identification of large gold anomalies. He has worked for over 30 years in exploration in Western Australia including 14 years with Billiton (Shell). Mr Hronsky was directly involved with the discovery of gold deposits of the calibre of Sunrise Dam, Butcher Well and most recently the BrightStar Gold Project.

Mark E. Pitts CA

Company Secretary

Mr. Pitts is a Chartered Accountant with over 20 years experience in statutory reporting and business administration. He has been directly involved with and consulted to a number of public companies holding senior financial management positions. He has considerable experience in the areas of financial accounting and corporate governance.

6. Independent Geologist Report

Independent Geologist's Report

11^th September 2003

The Directors A1 Minerals Limited $t$ init 4 14 Bannick Ct. Canning Vale, WA 6970

Head Office: 1162 Hay Street West Perth WA 6005 P O Box 1671 West Perth WA 6872 +61 8 9324 8800 Telephone: Facsimile: +61 8 9324 8877

Email: info.australia@rsgglobal.com Web: http://www.rsgglobal.com

Dear Sirs.

RSG Global Pty Ltd ("RSG Global") has been commissioned by A1 Minerals Limited ("A1 Minerals") to provide an Independent Consulting Geologist's Report on mineral exploration properties located in the Northeast Goldfields Region of Western Australia in which A1 Minerals has, or is earning, an interest. This report is to be included in a Prospectus to be lodged with the Australian Securities and Investments Commission ("ASIC") on or about 30^th October 2003 offering for subscription 17.5million Shares at an issue price of 20¢ per Share (the "Prospectus"), to raise a total of \$3.5million (before costs associated with the issue). RSG Global understands that A1Minerals may accept a minimum subscription of \$2.5million (before issue costs). The funds raised will be used for the purpose of exploration and evaluation of the mineral properties.

RSG Global has not been requested to provide an Independent Valuation, nor have we been asked to comment on the Fairness or Reasonableness of any vendor or promoter considerations, and we have therefore not offered any opinion on these matters.

RSG Global has based its review of the A1 Minerals projects on information provided by A1 Minerals, along with technical reports by Government agencies and previous tenements holders, and other relevant published and unpublished data. A site visit was undertaken to the BrightStar Project by Dr Stephens during the period 11-12 February 2003, whereas a site visit to the Narnoo area was not considered necessary as the region is entirely beneath shallow cover. A final draft of the report was also provided to A1 Minerals, along with a written request to identify any material errors or omissions prior to lodgement. Where appropriate, and in accordance with ASIC Practice Note 55 and Update 183, consent has been obtained to quote data and opinions expressed in unpublished reports prepared by other professionals on the properties concerned.

The A1 Minerals projects are understood to consist of one granted Exploration Licence and five applications for Exploration Licences covering an aggregate area of approximately 600 square kilometres. The legal status, including Native Title considerations associated with the tenure of the A1 Minerals properties, is the subject of a separate Solicitor's Report, which appears in Section 7 of this Prospectus. These matters have not been independently verified by RSG Global. The present status of tenements listed in this report is based on information provided by A1 Minerals, and the report has been prepared on the assumption that the tenements will prove lawfully accessible for evaluation.

The Independent Consulting Geologist's Report has been prepared in accordance with the Code and Guidelines for Assessment and Valuation of Mineral Assets and Mineral Securities for Independent Expert Reports ("The Valmin Code"), which is binding upon Members of the Australasian Institute of Mining and Metallurgy (AusIMM), the Australian Institute of Geoscientists (AIG), and the rules and guidelines issued by such bodies as the ASIC and Australian Stock Exchange (ASX), which pertain to Independent Expert Reports.

The mineral properties, in which A1 Minerals has or is earning an interest, are considered to be "Exploration Projects" which are inherently speculative in nature. RSG Global considers, nonetheless, that the projects have been acquired on the basis of sound technical merit. The properties are also considered to be sufficiently prospective, subject to varying degrees of exploration risk, to warrant further exploration and assessment of their economic potential, consistent with the proposed programmes.

MARTINI DI MARTINI ANTIONIA ALL'ALLA LA SERIE LA SALA CARA SALA LA COLORA DELLA COLORI DI CONTINUESTI ANNI DI

Exploration and evaluation programmes summarised in the report amount to a total project expenditure of approximately \$2.4 million, of which A1 Minerals plans to spend approximately \$1.2 million in the first year of assessment. A1 Minerals intends to raise \$3.5 million, and at least half the liquid assets held, or funds proposed to be raised by A1 Minerals, are understood to be committed to acquisition, exploration, development and administration of the mineral properties, satisfying the requirements of ASX Listing Rules 1.3.2(b) and 1.3.3(b). RSG Global also understands that A1 Minerals has sufficient working capital to carry out its stated objectives, satisfying the requirements of ASX Listing Rule 1.3.3(a). A1 Minerals has prepared staged exploration and evaluation programmes, specific to the potential of the projects, which are consistent with the budget allocations. RSG Global considers that the relevant areas have sufficient technical merit to justify the proposed programmes and associated expenditure satisfying the requirements of ASX Listing Rule 1.3.3(a). The proposed exploration budget also exceeds the anticipated minimum annual statutory expenditure commitment on the various project tenements.

The Independent Consulting Geologist's Report has been prepared on information available up to and including 10 October 2003. RSG Global has provided consent for the inclusion of the Independent Consulting Geologist's Report in Section 6 of the Prospectus, and for inclusion in the Prospectus statements made by RSG Global in the form and context in which the report and those statements appear, and has not withdrawn that consent before lodgement of the Prospectus with the ASIC.

RSG Global is an exploration, mining and resource consulting firm, which has been providing services and advice to the international mineral industry and financial institutions since 1987. This report has been compiled by Christopher Stephens and Anthony Ryall, both of whom are professional geologists with in excess of 25 years experience in the exploration and evaluation of mineral properties within Australia. Dr Stephens is Manager Geology of RSG Global, and a Member of the Australasian Institute of Mining and Metallurgy (AusIMM), and the Australian Institute of Geoscientists (AIG). Mr Ryall is a Member of the Australasian Institute of Mining and Metallurgy (AusIMM). Both Dr Stephens and Mr Ryall have the appropriate relevant qualifications, experience, competence and independence to be considered an "Expert" under the definitions provided in the Valmin Code.

Neither RSG Global, nor the authors of this report, have or have previously had, any material interest in A1 Minerals or the mineral properties in which A1 Minerals has an interest. Our relationship with A1 Minerals is solely one of professional association between client and independent consultant. This report is prepared in return for professional fees based upon agreed commercial rates and the payment of these fees is in no way contingent on the results of this report.

Yours faithfully RSG Global Pty Ltd

Chindren Shoken

Dr Christopher Stephens Manager Geology

Table of Contents

	EXECUTIVE SUMMARY
	BrightStar Project
	Introduction 11
	Tenement Status 1.2
	Regional Geological Setting 1.3
	Project Geology 1.4
	Provinue Exploration $+5$ . The contract of the contract of the contract of the contract $24$
	Exploration Potential 1.6
	Exploration Strategy and Budget 1.7
$\mathcal{P}$	Narnoo Project
	Introduction and Tenement Status 21
	Geological Setting 2.2
	2.3 Previous Exploration
	Exploration Potential 2.4
	Exploration Strategy and Budget 2.5
3	Alternative Application of Funds
4	Principal Sources of Information
5	Glossary of Technical Terms

難 $\frac{1}{2}$

List of Tables

Table 1 - BrightStar Discovery Zone: Summary of Best Results from Drilling
Table 2 - BrightStar Project: Proposed Exploration Expenditure
Table 3 - Narnoo Project: Proposed Exploration Expenditure
Table 4 - BrightStar Project: Proposed Alternative Exploration Expenditure
Table 5 - Narnoo Project: Proposed Alternative Exploration Expenditure

List of Figures

Figure 1 - Location of Gold Projects and Regional Geology
Figure 2 - BrightStar Project: Regional Magnetics & Vacuum Anomalies
Figure 3 - BrightStar Project: Discovery Zone - Contours of Grade x Thickness Plan
Figure 4 - BrightStar Project: Discovery Zone Drill Section A - A'
Figure 5 - BrightStar Project: Projected Drill Sections Showing Plunge of Mineralised Shoot
Figure 6 - BrightStar Project: BrightStar Zone Discovery Zone RAB Geochemistry
Figure 7 - Narnoo Project: Tenements and Exploration Summary

EXECUTIVE SUMMARY

A1 Minerals Ltd (A1 Minerals) has acquired, or is acquiring, the BrightStar and Narnoo Projects, within the Northeast Goldfield region of the Yilgarn Craton of Western Australia (Figure 1). The projects include one granted Exploration Licence and five applications for Exploration Licences covering a combined area of approximately 600 square kilometres, and are considered highly prospective for Archaean mesothermal style gold mineralisation. The lead project, the BrightStar Project, provides investors with an opportunity to invest in an advanced exploration project with high potential for the definition of a significant gold deposit.

The BrightStar Project covers approximately 30km² and is located within the Burtyille Domain on the eastern margin of the Laverton Tectonic Zone. The Laverton Tectonic Zone is now recognised as one of extremely high gold endowment and produced nearly 9 million ounces (Moz) of gold to 2002 from a total resource base of nearly 25 million ounces. A significant proportion of that resource base is held as unmined reserves within the world class Wallaby and Sunrise/Cleo deposits, each exceeding 7Moz in total resources. Each of these deposits has been found relatively recently as a consequence of exploration beneath cover sequences and in response to the increased use of regional geophysical data as an aid to targeting such areas.

This BrightStar Project area is characterised by a mafic dominated rock association bounded by north-northwest trending regional faults, although exposure throughout the region is limited and the project area is entirely covered by up to 8m of surficial deposits. Gold exploration has only occurred since 1997, and is based on anomalous geochemistry encountered in soil surveying. Vacuum and rotary air blast drilling programs, the latter carried out by the Granny Smith Extended Joint Venture, confirmed the geochemical anomalies, and included results of up to 12m averaging 6.04g/t gold. Reverse circulation percussion drilling beneath the rotary air blast anomalies encountered highly anomalous intersections in oxidised bedrock, including up to 6m averaging 17.6g/t gold. A single diamond drillhole completed to test for a north or northwest trending, steep dipping structure in bedrock intersected a strong shear, which is weakly anomalous in gold, within oxidised bedrock at approximately 80m depth, just below the base of the precollar.

A1 Minerals will acquire, on listing on Australian Stock Exchange Ltd, a 100% interest in the tenement from Desert Exploration under a purchase agreement via shares and options. During 2003, A1 Minerals reinterpreted the exploration data as indicating the presence of a west-northwest trending structure with a shallow dip toward the north-northeast. The interpretation is consistent with the recognition of flat to moderate dipping structures elsewhere within exploration of the Laverton region, in particular at the Sunrise-Cleo deposit, that has proved a significant breakthrough in identifying major deposits.

An initial programme of 17 reverse circulation percussion drillholes to test A1 Minerals' interpretation proved highly successful, including intersections of 7m averaging 7.09g/t gold, 7m averaging 7.65g/t gold, 5m averaging 9.97g/t gold and 12m averaging 9.16g/t gold (50g/t cut) or 47.66g/t gold (uncut), all in highly oxidised bedrock. A1 Minerals named this zone the BrightStar Discovery Zone. This phase of drilling intersected the deposit near the base of the weathered zone, however it tested only a limited dip extent of mineralisation.

A1 Minerals completed a second phase comprising 76 reverse circulation drillholes during 2003. The drilling confirmed A1 Mineral's geological interpretation of a low dipping, mineralised shear, and included best results of 10m averaging 5.65g/t gold, 8m averaging 4.42g/t gold and 5m averaging 4.27g/t gold. The shear was intersected over 800m of strike, however the extension to the northwest is known only from 80m-wide drill sections. The structure is strongly anomalous in gold over at least 500 metres of strike.

The drilling confirms the presence of a narrow mineralised shoot plunging gently to the north. The best grade of mineralisation is near surface and, therefore, easily accessible to open pit mining. There is a strong suggestion that a second shoot is present immediately adjacent to the shallowest portion of the main shoot. Mineralisation at BrightStar remains open along strike to both the northwest and the southeast. The down-dip intercepts of mineralisation on most sections are of relatively lower grade, although no drillholes have tested the down-dip extent of the structure to any significant degree. It is considered highly probable that the BrightStar structure persists at depth, with corresponding potential for discovery of additional mineralisation.

Exploration completed by A1 Minerals strongly suggests that the BrightStar Discovery Zone represents portion of a regionally significant gold mineralised system. Surface and shallow drill geochemistry coverage over the project area shows the presence of a number of gold anomalies, similar in magnitude to BrightStar, over the 10 kilometres of strike covered by the project. These anomalies are considered as high priority targets for exploration. RAB geochemical data also suggest the potential for repetitions of mineralisation in the footwall of the BrightStar Discovery Zone. RSG Global considers there is high potential that a significant, economically viable resource will be found within the BrightStar Project area.

The Narnoo Project covers approximately 570 square kilometres as three applications for Exploration Licence located within the southern extension of the Jasper Hills Greenstone Belt. approximately 120km southeast of the BrightStar Project. The area contains no exposure of Archaean bedrock and is entirely covered by variable thicknesses of Cainozoic and Permian cover sequences.

Previous exploration was focussed on two major, northwest trending shear zones, the Jasper Hills Fault Zone and the more eastern Minigwal Lineament. Regional magnetic data has been interpreted as indicating that significant regional scale deformation has occurred along these lineaments, with a high intensity of deformation within the area of the Narnoo Project. Past exploration shows the greenstone sequence includes mafic and ultramafic rocks with minor sedimentary units.

Reverse circulation percussion drilling results include intersections up to 1m @ 3.74g/t gold in association with the Minigwal Lineament, but also encountered occurrences anomalous in nickel and copper. Aircore drilling in the western portion of the project area outlined a 1 kilometre long and 100 metre to 200 metre wide anomaly within which gold geochemistry is consistently greater than 0.5g/t, and includes a best intercept of 1m $@$ 2.48g/t Au within weathered bedrock. This anomaly, despite being consistent in size and magnitude with anomalies associated with major concealed gold deposits elsewhere within the Eastern Goldfields, has not been tested with more detailed exploration. The Narnoo Project is considered significantly under-explored and a highly prospective exploration opportunity for A1 Minerals.

123°E

Afs

Afs

122°E

148 MARTIN AND DESCRIPTION OF THE RESIDENCE OF THE RESIDENCE OF THE RESIDENCE OF THE RESIDENCE OF THE RESIDENCE OF THE RESIDENCE OF THE RESIDENCE OF THE RESIDENCE OF THE RESIDENCE OF THE RESIDENCE OF THE RESIDENCE OF THE R PROSPECTIVE CONTRACTOR

The BrightStar Discovery Zone can be considered an 'Advanced Exploration Area' and the balance of the A1 Minerals properties 'Exploration Areas', and all should be regarded as speculative in nature. Regardless, the projects are generally considered to be sufficiently prospective, subject to varying degrees of technical and exploration risk, to justify further investigation of their economic potential. Exploration programs prepared by A1 Minerals are generally consistent with the potential in each instance, providing exploration is staged appropriately to permit on-going assessment of exploration results. A1 Minerals has provided comprehensive budgets for each project covering the initial 2 years of exploration and project development, which indicate its intention to spend a total of \$2.4 million in project expenditure over this period. These budgets are considered to be adequate to cover the cost of the proposed programs and meet minimum statutory expenditure requirements in each instance.

BRIGHTSTAR PROJECT 1

$1.1$ Introduction

The BrightStar project covers approximately 30km² located 30km southeast of Layerton, in the Northeast Goldfields of Western Australia (Figure 1). The project area is situated within 15km of the recently operating Burtville and Ida H mines, and the non-operating Barnicoat mill, which was owned and operated by Sons of Gwalia Limited until 1997, and subsequently placed on care and maintenance until 2002 when it was sold to Apollo Gold Mining Limited. The Granny Smith operation of Placer Asia Pacific Limited (Placer) is located approximately 40km by road to the southwest of the project area. This plant was developed to process ore from the 2.1Moz Granny Smith deposits and Placer's share of the 7Moz Sunrise/Cleo deposit, and now processes ore from the 7Moz Wallaby/Just in Case deposit.

Access to the project area is gained by travelling southeast from Laverton via the unsealed Burtville road, and thence along pastoral lease service tracks. The area is characterised by a desert climate with warm to hot summers and mild winters. Mean maximum temperatures range between 20°C in July and 34°C during February. Mean annual rainfall and evaporation recorded at Laverton are 220mm and 3,440mm, respectively. Rainfall occurs primarily as thunderstorms and rare sub-tropical depressions during summer, and as sporadic frontal activity during winter. Tracks may be inaccessible after prolonged rain events. The dominant vegetation type is open mulga woodland.

$1.2$ Tenement Status

The project consists of a single granted Exploration Licence (E38/970), which is the sole asset of Desert Exploration Pty Ltd, and two applications for Exploration Licence (ELA38/1517 and ELA38/1523) submitted by A1 Minerals Limited (A1 Minerals). E38/970 was granted on 5 August 1997 and is in the first year of a two-year granted extension. attracting a minimum statutory annual expenditure commitment of \$50,000 (excluding statutory rent and rates).

A1 Minerals Ltd has entered into an agreement to purchase 100% of Desert Exploration Pty Ltd, which will then give A1 Minerals a 100% interest in Exploration Licence E38/970. for the consideration of 7.5 million shares, and 7.5 million options in A1 Minerals.

$1.3$ Regional Geological Setting

The regional setting of the BrightStar Project is dominated by Archaean greenstone and granitoid overlain by Permian sediment, which increases in thickness and preserved extent toward the east.

The greenstone sequence is broadly assigned to the Laverton Greenstone Belt and is subdivided into two volcanic associations: -

• including tholeiitic basalt, high magnesian basalt and ultramafic Association 1 units, relatively minor interflow sediment and laterally extensive banded iron formation (BIF).
• Association 2 comprising andesitic to rhyolitic volcanic and volcaniclastic rocks, tholeiltic basalt and interbedded chemical and epiclastic sediment.

Association 2 units are locally overlain by fault bounded sequences comprising felsic volcanics, conglomerate and siliciclastic sediment.

Three distinct structural and stratigraphic domains, from west to east the Margaret, Laverton and Burtville Domains, are recognised within the Laverton region. The Margaret Domain is dominated by rocks of Association 1 and hosts the Mt Morgans and Lancefield gold deposits. The Laverton Domain includes Association 2 rocks and hosts the Granny Smith, Childe Harold and Sunrise gold deposits. The Burtville Domain is characterised by mafic volcanic units of Association 1 and hosts Admiral Hill, Burtville, Barnicoat and Ida Hill gold prospects and mines.

Maior zones of transcurrent and reverse faulting bound the domains of the Laverton Greenstone Belt and have localised the development of elongate basins of coarse sediment. Intrusions of late-syntectonic granite, granodiorite porphyry and syenite occur within all domains.

Project Geology $1.4$

The BrightStar Project is situated within the Burtville Domain of the Laverton Greenstone Belt and is entirely covered by superficial deposits related to a remnant surface of ferruginous hardpan or laterite, and to modern alluvial sheetwash. Regional magnetic data shows that the transported cover includes a system of northwest trending palaeochannels defined by accumulations of magnetic ironstone. Drilling within the BrightStar discovery zone shows that the depth of transported cover in that area is less than approximately 8m, and that the base of oxidation is approximately 100m below surface.

Basement within the project area is interpreted as dominated by mafic volcanic rocks interleaved with narrow units of ultramafic rocks and volcanogenic sediment, consistent with the rocks belonging to Association 1 as defined for the region. Several layered intrusive complexes are mapped within the region, including the Hanns Camp Syenite Complex 10km to the northwest and the Diorite Hill Layered Intrusive Complex located approximately 15km to the northeast.

The BrightStar tenements overlie a zone of subdued magnetic response located between the Burtville Shear, to the west, and Jasper Hills fault system to the east (Figure 2). A1 Minerals has not processed these data to enhance the local geological variations at this time, such that information regarding the structure and geology of the tenements is restricted to a single diamond drillhole within the BrightStar discovery zone. This drillhole (MMD001) intersected weakly sericite altered pillow basalt from the base of precollar (80.2m) to the final depth of 156.3m.

$1.5$ Previous Exploration

The area was explored for nickel during the late 1960's and early 1970's but this data is not reported in a manner to be of benefit to A1 Minerals.

Relevant modern exploration within the BrightStar Project area began in 1997 when Exploration Licence E38/970 was granted to Golden Cross Resources NL (GCR). GCR instigated a 400m x 200m spaced, auger soil sampling program that delineated three anomalies of greater than 10ppb Au, including peak data of 56ppb, 15ppb and 11ppb, respectively.

Figure 2

GCR entered into joint venture with the Granny Smith Extended Joint Venture (GSEJV, between Placer Asia Pacific Limited Granny Smith Operations Pty Ltd and Delta Gold Limited) in 1998. GSEJV completed a reconnaissance, 122 drillhole vacuum drilling program. In the eastern portion of the project area, drillholes were completed at 200m intervals along ten 800m-spaced lines (NWV series drillholes). In the western portion of the project area, 150 vacuum holes were drilled along 14 lines (ELV series drillholes) at variable spacing, although most were drilled on 400m spaced lines and at 100m intervals along lines.

In addition to the reconnaissance vacuum drilling, a programme of infill vacuum sampling was carried out across a 1km x 1km area covering the main (56ppb) soil anomaly, on a nominal 100m x 100m spacing. This survey resulted in the definition of a 500m x 200m anomaly of greater than 10ppb gold with a peak of 143ppb gold. At that stage, no clear preferred orientation to the anomaly was defined. This anomaly later became known as the BrightStar Discovery Zone.

The two weaker soil anomalies, located approximately 500m and 700m to the north of the main soil anomaly, were tested by vacuum drilling and shown to be supported by anomalies of greater than 5ppb Au.

Three phases of RAB drilling were completed over the main discovery zone anomaly along 100m spaced, east-west lines. The first phase of this drilling returned a best result of 12m averaging 6.04g/t Au (MMR027, 63m-75m) and defined a west-northwest trending anomaly extending over at least 400m length. Other significant results included:-

• 16m averaging 1.4g/t Au (MMR085, 28m-44m).
• 10m averaging 1.8g/t Au (MMR065, 92m-102m).
• two intercepts of 3m averaging 2.0g/t Au (57m-60m) and 2m averaging 4.4g/t Au (70m-72m) in drillhole MMR053.

Some of these intercepts were located within lower saprolite, raising the potential that the anomaly was largely of supergene origin.

GSEJV completed 8 RC drillholes for a total of 951m. Six of the drillholes were oriented to test a west-northwest trend, and two to testing a north-south orientation to the structure. The drilling encountered intercepts including: 6m averaging 17.6g/t Au (MMC002, 65m-71m), 3m averaging 2.0g/t Au (MMC004, 87m-90m) and 3m averaging 5.3g/t Au A single, west-plunging diamond drillhole (MMD001) was (MMC006, 57m-60m). completed to 156m depth to test beneath the best RC drill assay results. The drillhole intersected a strong shear containing sporadic quartz veining from the base of the precollar to approximately 87m. The best gold assays are from oxidised samples within the base of the precollar and include $1m$ @ 0.55g/t Au and $1m$ @ 0.40g/t Au. Structural measurements are consistent with the shear having a low, rather than steep, dip. GSEJV withdrew from the joint venture without completing any additional ground exploration.

n marian

A1 Minerals, in conjunction with Desert Exploration Pty Ltd which had acquired the tenement, reassessed the existing drill data and interpreted a west-northwest strike and shallow north-northeast dip to the mineralised structure, the latter consistent with the orientation and nature of the shear in diamond drill core. This interpretation suggested that the anomalous samples in the base of the precollar and the wide shear in the top of core represented the mineralised structure. A1 Minerals completed 17 RC drillholes on a nominal 40m spacing during 2002, for a total of 1298m, to test this interpretation. This program successfully tested the west-northwest strike of the structure, although most sections were tested by one or two drillholes were completed on each section.

The drilling confirmed the west-northwest strike to mineralisation with exciting assay results. including one assay of 1m @ 512g/t Au (MMC020, 53-54m). The locations of the anomalous assay data are consistent with a shallow dip to mineralisation, and suggest a north trending continuity to high grade intercepts. All intersections are in strongly oxidised saprolite containing only minor quartz veining, although the distribution of the anomalous gold abundances in relation to position within the regolith profile is not suggestive of a supergene origin for mineralisation. A transition into mafic saprock is present in some of these drill holes. The narrow coverage across the drill sections made confirmation of the shallow dip difficult with mineralisation remaining open in a number of up dip and down dip positions.

A second programme of RC drilling was conducted in 2003, comprising 76 RC holes for 5394 metres. Drilling was completed on 20 sections extending over 800m of strike, of which approximately 500m of strike is drilled on a nominal 40m spacing, and the remainder at nominal 80m spacing. Drilling was extended to a maximum of 140m depth and most sections include intersections into fresh bedrock (Figure 3). A summary of best intersections from all drilling is included in Table 1.

Figure 3

Table 1 BrightStar Discovery Zone Summary of Significant Results from Drilling
	Depth Interval Grade Hole No Company Type
			From	То	(m)	(g/t)
GSEJV	RAB	MMR027	63	75	12	6.04
GSEJV	RC	MMC002	65	71	6	17.58
GSEJV	RC	MMC006	57	60	3	5.27
GSEJV	RAB	MMR085	36	44	8	4.42
A1 Minerals	RC	MMC 009	35	42	7	7.09
A1 Minerals	RC	MMC 011	45	52	7	7.65
A1 Minerals	RC	MMC 012	42	46	4	2.36
A1 Minerals	RC	MMC 012	59	64	5	9.97
A1 Minerals	RC	MMC 020	52	64	12	$9.16*$
		including			1	512
A1 Minerals	RC	MMC034	91	96	5	4.27
A1 Minerals	RC.	MMC036	90	104	14	2.12
A1 Minerals	RC.	MMC042	13	23	10	5.65
A1 Minerals	RC	MMC043	29	36	7	2.72
A1 Minerals	RC	MMC067	51	55	$\overline{4}$	3.37
A1 Minerals	RC	MMC075	65	72	7	2.31
A1 Minerals	RC.	MMC091	64	69	5	3.35

* 50g/t Au upper cut applied to individual analyses.

Numbers in italics represent Phase 2 RC drill program by A1 Minerals.

Drilling was mostly under dry conditions. The water table was intersected at an average 80m downhole depth, however RSG Global consider the low inflow rates recorded do not significantly impact on sample quality. Assaying was conducted by agua regia digestion and AAS/FA analysis with interlaboratory checks conducted on laboratory duplicate samples.

Mineralisation was predominantly intersected in the weathered zone. The regolith profile comprises 2m to 5m of unconsolidated surficial deposits, including ironstone pebbles, overlying a 40m to 80m thick zone of saprolite and, in turn, a 5m to 30m thick zone of saprock. The depth to fresh bedrock ranges between 60m and 100m below surface.

Bedrock geology is characterised by dominantly mafic lithologies, including mafic schist, metabasalt and minor dolerite. The recordings of schistose lithologies in drilling are interpreted to represent intersections into the main shear structure. There is evidence from gold grade x thickness mineralisation contouring that north-northeast trending cross faults may exist, which disrupt or displace mineralisation continuity at various positions along the strike trend of mineralisation.

Drilling has identified mineralisation over approximately 800m of strike. The up-dip extension to mineralisation is well constrained, although significant down dip intersections exist, including 14m averaging 2.12g/t Au in MMC036 (90 to 104m depth), as shown in Figure 4. The drilling supports the interpretation of mineralisation as comprising a thick shoot, or stacked shoots, plunging at a low angle to the west-northwest. Mineralised shoots are interpreted as varying between approximately 60m and 100m in dip extent and between 3m to 20m in thickness. The shoot geometry and plunge of mineralisation is interpreted on drill sections in Figure 5. There is no evidence of a significant supergene component to oxide mineralisation.

Figure 4

Figure 5

The portion of the BrightStar Discovery Zone tested on 80m sections includes some sections without significant drill results. Nevertheless, drilling returned significant intersections of: 5m averaging 3.3g/t Au (64m to 69m, MMC091) and 7m averaging 2.3q/t Au (65m to 72m, MMC075). The low density of intersections makes the nature of mineralisation within this zone difficult to interpret, and RSG Global considers that the geometry of mineralisation is not sufficiently well known to discount the potential for mineralised shoots occurring below, or down-dip, of the zone tested by drilling.

$1.6$ Exploration Potential

A1 Minerals has demonstrated a high potential for successfully defining an economic resource within an area that has received very limited exploration for gold, presumably in response to the absence of exposure and difficulty in assessing regional data of low magnetic variability through the area. The lack of aggressive exploration may also be a reflection of the relatively modest gold deposits, such as at Burtville and Merolia, known within the region east of Laverton. The endowment of the Laverton region has shown accelerated growth in recent years, however, following the discovery of the >7Moz deposits at Wallaby/Just in Case and Sunrise/Cleo. A key aspect in successfully delineating these deposits has been recognition of the shallow dip to host structures, in contrast with the steep dips to shear-hosted gold deposits throughout the Norseman-Wiluna belt of the Eastern Goldfields.

Within the BrightStar Discovery Zone, continuous mineralisation can be interpreted over more than 500m of strike, however mineralisation is evident over 800m of strike and remains open in both directions along strike and down plunge. The mineralisation trends at a high angle to the north-northwest strike of regional stratigraphy and remains open on some sections in either up dip or down dip positions. RSG Global considers that the mineralisation does not show indications of being significantly enhanced in grade by supergene processes.

Existing RAB assay data suggest an anomaly defined by greater than 50ppb gold extends over more than 2km of length and remains untested beyond the BrightStar Discovery Zone (Figure 6). RAB data define two additional gold anomalous zones located south of, and sub-parallel to, the BrightStar Discovery Zone also shown in Figure 6. These anomalies are currently outlined over 400m and 200m lengths respectively, and are open along strike. Drillholes within the BrightStar Discovery Zone ending in anomalous gold values may have intersected the down-dip extension of these surface anomalies, consistent with mineralisation occurring as a stacked array of shoots.

The BrightStar Project covers 10km of prospective strike within which a number of gold anomalies similar in magnitude to the BrightStar Discovery Zone have been identified. RSG Global considers that the BrightStar Discovery Zone, and the geochemical anomalies within the BrightStar Project, represents a significant opportunity for A1 Minerals to define a gold deposit with a high probability for being economically viable.

$1.7$ Exploration Strategy and Budget

A staged exploration strategy is proposed for the BrightStar Project comprising:-

• RC drill testing up dip and down dip of existing intersections in the BrightStar Discovery Zone leading to definition of a resource for economic evaluation.
• RC drill testing for extensions to the BrightStar Discovery Zone.

2 Hutch Hilf Hilfe Yr Ins Historic Erist Islam Nifel I

• Infill and extension RAB drill testing of the parallel trending RAB anomaly to the south of the BrightStar Discovery Zone.
• Infill vacuum drilling of anomalies exceeding 10ppb Au elsewhere within the project area, followed by RAB drill testing where results warrant.

A1 Minerals has provided a budget to cover the costs of Year 1 and Year 2 programs which are considered to be consistent with the status and potential of the BrightStar Project (Table 2). The expenditure allocations of \$1,160,000 and \$970.000 in Years 1 and 2 respectively are considered adequate to cover the cost of the proposed programs and exceed the minimum statutory expenditure requirement associated with the single granted Exploration Licence of \$50,000 (excluding statutory rent and rates).

Table 2
BrightStar Project Proposed Exploration Expenditure
Soil Sampling/Vacuum Drill	\$100,000	S 0	\$ 100,000
RAB Drilling	\$200,000	\$ 100.000	\$ 300,000
RC Drilling	\$200,000	\$ 100.000	S 300,000
Assaying	\$180,000	S 80.000	S 260,000
Field Support/Travel	\$150,000	S 70,000	S 220,000
Site Access and Native Title Clearance	\$0	S O	S 0
Tenement Admin (includes Rents/Rates)	\$20,000	S 20,000	\$ 40,000
Feasibility/ Scoping Studies	\$0	\$ 300,000	\$ 300,000
Salaries/Wages	\$310,000	S. 300,000	S. 610.000
Total	\$1,160,000	970,000 S	\$2,130,000

---

。
1999年 1000年 1000年 1000年 1000年 1000年 1000年 1000年 1000年 1000年 1000年 1000年 1000年 1000年 1000年 1000年 1000年 1000年 10
1999年 1000年 1000年 1000年 1000年 1000年 1000年 1000年 1000年 1000年 1000年 1000年 1000年 1000年 1000年 1000年 1000年 1000年

NARNOO PROJECT $\overline{2}$

$2.1$ Introduction and Tenement Status

The Narnoo Project is located approximately 150km southeast of Laverton and 30km east of the Lightfoot Lake playa lake system, within the Eastern Goldfields region of Western Australia. The project covers approximately 570km² and can be accessed from Laverton via the unsealed Burtville Road towards Jasper Hills, and thence via pastoral and mining tracks and gridlines within the tenements. The area is typified by isolated Eucalypt stands and spinifex cover in sandy areas, and by dense mulga in areas of low lying alluvial sheetwash.

The project comprises three applications for Exploration Licence (ELA39/981, ELA39/982) and ELA39/985) held 100% by A1 Minerals.

$2.2$ Geological Setting

The Narnoo Project area is located within the northwest trending Jasper Hills Greenstone Belt, which is bound on its western margin by the Jasper Fault. No exposures of Archaean basement rocks are known within the region, which is interpreted as overlain by a veneer of Permian sediment assigned to the Paterson Formation.

The basement geology within the Narnoo Project area is known predominantly from interpretation of regional airborne magnetic data and limited shallow exploration drilling, with only minor exposures of granitoid to the west. The magnetic data display a northwest trending structural fabric defined by elongate magnetic bands characteristic of interlayered mafic and ultramafic units (Figure 7). Faulted contacts are evident between the major units. The eastern portion of the project area is interpreted as separated from the western sequences by the northwest trending Minigwal lineament, which can be traced in regional magnetic data for more than 100km to the northwest towards Laverton. Regional interpretations suggest that deformation was focussed along this lineament, with a zone of maximum structural complexity at Narnoo.

There is very limited understanding of the local geology of the Narnoo Project given the extent of Permian and Cainozoic cover sequences and limited drilling data. The present land surface is characterised by ferruginous and siliceous duricrust, calcrete, loamy soil and aeolian sand. The saline playa lake systems such as Lightfoot Lake are characterised by gypsiferous dunes and a surface salt crust.

The western portion of the project area is interpreted to consist of mafic, ultramafic and sedimentary rocks in a gneissic terrain, whereas the eastern portion is interpreted as mafic and ultramafic rocks with only minor chert and shale units. Existing data suggests that there is a broad spectrum of igneous lithologies ranging in composition from tholeitic basalt and dolerite to ultramafic rocks.

IT IT IN THE STITUTE IN LINERALS LININED PROSPECTUS TITLE

$2.3$ Previous Exploration

Western Mining Corporation Limited (WMC) conducted the first modern exploration at Narnoo from 1988 to 1994, as part of its Jasper Hills Project. WMC completed a 250mspaced airborne magnetic survey as an aid to focussing RC exploration drilling. Fourteen drillholes at the Chillon prospect, within the western portion of the Narnoo project area, showed the cover sequence to be approximately 40m thick and returned a best intersection of 1m @ 1.40g/t Au (97LFAC038, bottom-of-hole). Other significant intersections included 1m @ 3.74g/t Au at the Rusty prospect (JSPD 684, 95-96m) and 1m @ 3.49g/t Au at the Wallbanger prospect (JSPD 689, 309-310m). WMC relinguished or joint ventured various portions of their Jasper Hills Project without conducting further exploration.

Figure 7

Dominion Mining Limited (Dominion) acquired tenements over portions of the Narnoo area in 1995, including the Stella Range project, now part of A1-Minerals E39/985 Reconnaissance aircore drilling was completed along existing baselines and tracks. Twenty drillholes for a total of 870m were completed within the Stella Range project area and a further 7 drillholes for 410m targeting the Lightfoot prospect. Drilling, within the Stella Range project area, intersected up to 84m of Permian cover over thin belts of greenstone interlayered with granite and gneiss. The best assay result was 6m averaging 0.225g/t Au (95SRAC007), from 24m-30m.

Plutonic Limited (Plutonic) purchased Dominion's gold assets and conducted two drilling programs between 1996 and 1997. The initial program included 38 aircore and 18 RAB drillholes targeting the anomalous gold intersection in 95SRAC007 at the Lightfoot Prospect. Drill traverses were completed to test greenstone segments interpreted on the basis of magnetic data. Six aircore drillholes, including a best intersection of 1m @ 2.48g/t Au in saprolite (SRAC007, 38m-39m), identified a 100m wide and 850m long anomaly where all holes intersected greater than 0.5g/t Au. Up to 35m of Cainozoic and possibly Permian cover was intersected over the main anomaly, increasing to 40m in thickness in drillholes further north and south.

A second drilling program in 1997 included 73 aircore drillholes over the Lightfoot prospect. This program increased the size of the anomaly to more than 1km in a north-south direction and identified associated quartz veining within basement mafic schist. Three northwest-southeast trending cross faults were interpreted from magnetics data to have potential for localising mineralisation.

Homestake Gold of Australia Limited, following its acquisition of Plutonic during 1998, conducted a review of the Stella Range project, which suggested that the sequence consists of partially demagnetised mafic and ultramafic rocks interlayered with granitoid and gneiss. The mafic/ultramafic sequence was interpreted as fault bounded and having an orientation favourable for the development of dilation during fault movement. A work program of drilling and orientation soil sampling was developed, but no further exploration activities are reported.

$2.4$ Exploration Potential

The Narnoo Project overlies a significantly under-explored greenstone belt that has escaped intense previous activity because of its relative remoteness and of the complete cover by Palaeozoic and Cainozoic deposits. The existing detail of magnetic coverage indicates that structural settings favourable for Archaean mesothermal gold mineralisation are present within the basement rocks. Sub-surface geochemical testing, despite being relatively limited in its coverage for the area, has identified a number of significant targets that warrant additional exploration. In addition, RSG Global considers that ample opportunity exists for the definition of new geochemical targets, or better definition of targets via additional geochemical drilling programs and an improved understanding of regolith geochemistry. The magnetic coverage, although adequate for exploration assessment at a regional scale, can be significantly enhanced via capture of more detailed data at relatively small cost to A1 Minerals. Prospects and targets requiring additional exploration include:-

Freezich and Stadium and

• At the Lightfoot prospect, in particular, targeting further definition of the significant plus 0.5g/t gold anomaly identified by previous wide-spaced geochemical drilling and bedrock testing of the best anomalies.
• The Wallbanger and adjoining geochemical prospects, which define a north-south trend and require a detailed assessment of magnetic data to identify structural controls on mineralisation.
• A programme of angled RC bedrock drill testing beneath end-of-hole primary and supergene geochemical anomalies identified in previous aircore drilling at the Lightfoot prospect.
• At Rusty, Wallbanger, Slammer and Grasshopper prospects, detailed magnetic data is required to assess the potential for these prospects to be localised along a common structure.

A1 Minerals has the opportunity to apply early-stage exploration strategies to this underexplored greenstone belt. RSG Global considers that there is good potential for the discovery of significant gold mineralisation within the Narnoo Project.

$2.5$ Exploration Strategy and Budget

A1 Minerals has proposed an exploration strategy and budget to upgrade current targets through the following programme:-

• Further interpretation and review of aeromagnetics targets.
• RC and RAB drilling along the Grasshopper- Rusty mineralisation trend, and within Chillon and Lightfoot. Infill or extension drilling may be justified.
• Implementation of the programme proposed by Homestake, including 8 angled RC holes for 960m testing beneath bottom of hole mineralisation at Stella Range, with orientation soil sampling over the top of the aircore anomaly.

The Narnoo Project tenements are all in application status and A1 Minerals has provided a budget to cover the costs of Year 1 and Year 2 programs leading to, and following, granting of the tenements (Table 3) The programs and budget are considered to be consistent with the status and potential of the Narnoo Project. The expenditure allocations of \$75,000 and \$200,000 in Years 1 and 2 respectively are considered adequate to cover the cost of the proposed programs and exceed the minimum statutory expenditure requirement of \$153,900 (excluding statutory rent and rates) if all tenements are granted.

Table 3 Narnoo Project Proposed Exploration Expenditure
	Year 1		Year 2	Total
RC Drilling	\$	\$ 0	\$ 50,000	50,000
Field Support/Travel	\$ 16.000	\$	\$ 39,000	55.000
Site Access and Native Title Clearance	\$	\$ 9.000	\$ 16,000	25,000
Tenement Admin (incl Rates and Rents)	\$ 25,000	\$	\$ 30,000	55,000
Salaries/Wages	\$ 25,000	\$	65,000 \$	90,000
Total		75,000 S	200,000	275,000

ALTERNATIVE APPLICATION OF FUNDS $\overline{3}$

The exploration programmes and budgets provided by A1 Minerals, and reviewed under the individual projects in previous sections, are proposed on the basis of a capital raising of \$3.5million comprising 17.5 million shares at \$0.20 per share.

A1 Minerals has indicated that it will accept a minimum subscription of \$2.5 million by issuing 12.5 million shares at \$0.20 per share. In that event, alternative work programmes and budgets are proposed for both the BrightStar and Narnoo Projects for the first two years of operation. The alternative budgets adopted by A1 Minerals are provided below in $T$ abico 4 and 5.

Table 4 Brightstar Project Proposed Alternative Exploration Expenditure
		Year 1		Year 2		Year 3
Soil Sampling/Vacuum Drill	\$	50,000	\$	0	S	50,000
RAB Drilling	S	100.000	\$	50,000	S	150,000
RC Drilling	S	150.000	\$	50.000	\$	200.000
Assaying	\$	100.000	\$	30.000	\$	130,000
Field Support/Travel	S	100.000	\$	40.000	S	140,000
Site Access and Native Title Clearance	\$	0	S	0	S	0
Tenement Admin (Incl Rates and Rents)	S	20,000	S.	20.000	S	40.000
Feasibility/ Scoping Studies	S	0	\$	0	S	0
Salaries/Wages	S	310.000	S	295,000	S	605.000
Total	\$	830,000	S	485,000	S	1,315,000

Proposed Alternative Exploration Expenditure		Table 5 Narnoo Project
		Year 1		Year 2	Year 3
RC Drilling	\$	0	S	35,000	\$ 35.000
Field Support/Travel	S	16,000	\$	35,000	\$ 51.000
Site Access and Native Title Clearance	\$	9.000	\$	5.000	\$ 14.000
Tenement Admin (including Rates and Rents)	\$	25,000	\$	30,000	\$ 55.000
Salaries/Wages	\$	25,000	\$	45.000	\$ 70.000
Total	S	75.000	s	150.000	225.000

FUNITHERAL AND TEAMS OF THE DIRECT OF USE

$\overline{4}$

PRINCIPAL SOURCES OF INFORMATION

Desert Exploration Pty Ltd	1996	Annual Report: E39/485 - Ethel Hill, unpublished company report.
Dominion Mining Ltd	1995	Annual Report: E39/471 Lightfoot and E39/470 Stella Range - Period March 1995- March 1996, unpublished company report.
Etheridge C	1999	Annual Report: E39/471- Lightfoot and E39/470 Stella Range - Period March 1998- March 1999 Homestake Gold of Australia Ltd Technical Report 823, unpublished
Golden Cross Resources NL		Various Announcements and Quarterly Reports to Australian Stock Exchange Limited.
Plutonic Operations Ltd	1997	Annual Report: E39/470 Stella Range and E39/471 Lightfoot - Period March 1996-March 1997, unpublished company report.
Plutonic Operations Ltd	1998	Annual Report: E39/470 Stella Range and 39/471 Lightfoot - Period March 1997-March 1998, unpublished company report.
Williams AM, Baker, PM, Johnson, DM, Carver RN	1991	Jasper Hill Project Progress Report For the Period 1983- 1991, WMC Resources Limited Company Report unpublished.
WMC Resources Ltd	1997	Annual Report: E39/485- Stella Range South -Period Oct 1996 - Oct 1997, unpublished company report.
WMC Resources Ltd	1998	Annual Report: E39/485- Stella Range South - Period Oct 1997- May 1998, unpublished company report.

GLOSSARY OF TECHNICAL TERMS $5¹$

aircore drilling	An air drilling technique, employed in poorly consolidated rocks and typically for geochemical sampling, where the sample is returned via an inner tube within the drill rods.
alluvium	Silt, sand and gravel material, transported and deposited by a river.
andesite	A intermediate volcanic rock composed essentially of andesine and one or more mafic minerals.
anomaly	An area where exploration has revealed results higher (or sometimes lower) than the local background level.
Archaean	The oldest rocks of the Precambrian era, older than about 2,500 million years before the present.
auger	A drill for seismic shotholes or geophone holes modelled after the conventional carpenters screw auger.
banded iron formation	A rock consisting essentially of iron oxides and cherty silica, and possessing a marked banded appearance.
base of oxidation	Term referring to the subsurface horizon below which no weathering has occurred.
basement	The igneous and metamorphic crust of the earth, underlying sedimentary deposits.
Cainozoic	The era of geological time spanning the period from 65 million years ago to the present.
chert	Fine-grained sedimentary rock composed of cryptocrystalline silica.
dip	The angle at which a rock stratum or structure is inclined from the horizontal.
dolerite	A medium grained basic intrusive igneous rock composed mostly of pyroxenes and sodium-calcium feldspar.
epiclastic	Consisting of the consolidated detritus of pre-existent rocks, not of volcanic origin.
felsic	An adjective indicating that a rock contains abundant feldspar and silica.
ferruginous	Containing iron.
g/t	Grammes per tonne, a standard volumetric unit for demonstrating the concentration of precious metals in a rock, equivalent to ppm.
geochemistry	The determination of the relative and absolute abundances of elements in soil, rock or stream sediment.
gneiss	A metamorphic rock of coarse grain size, usually exhibiting banding.
gneissic	Coarse grained metamorphic rocks characterised by mineral banding of the light and dark coloured constituent minerals.
granitoid	A field term for a coarse-grained felsic igneous rock, resembling granite.
granodiorite	A coarse grained igneous rock composed of quartz, feldspar and hornblende and/or biotite.
greenstone	Term commonly applied to low metamorphic grade rocks of basic composition and comprised largely of the minerals albite, chlorite and amphibole. Commonly applied to Archaean rock sequences dominated by these rock types.
hardpan	A partly to heavily cemented layer, typically ferruginous or siliceous, within the weathering profile.
high magnesian basalt	Basalt containing high magnesium content, relative to a tholelitic basalt, at a comparable silica (SiO 2 ) content.

56

AT MINERALS LIMITED PROSPECTUS

igneous	Rocks that have solidified from a magma.
intrusion (intrusive)	A body of igneous rock which has forced itself into pre-existing rocks.
laterite	Red residual soil generally leached in silica with a high alumina and/or iron content.
layered intrusive complexes	A large body of igneous intrusive rock which has a layered appearance in response to progressive introduction of magma and/or differential rates of cooling.
mafic	Pertaining to, or composed dominantly of, the ferromagnesian rock forming silicates.
mesothermal	Mineral deposits formed (precipitated) at moderate temperatures.
palaeochannel	An ancient preserved stream or river.
Palaeozoic	An era of geologic time between the Late Precambrian and the Mesozoic era, 545 to 251 million years ago.
Permian	The last geological period of the Palaeozoic era, between about 298 and 251 million years ago.
pillow basalt	Basalt in the form of globular masses due to eruption of lava beneath water.
porphyry	A felsic intrusive or subvolcanic rock with larger crystals set in a fine groundmass.
ppb	Parts per billion; a measure of low level concentration
RAB drilling	A type of open-hole air blast drilling (Rotary Air Blast).
RC drilling	Drilling method employing the repeated hammering action of a drill bit to break the rock, and in which sample material is delivered to the surface inside the rod string by compressed air.
reverse fault	Non-vertical fault in which the major component of translation is predominantly via movement of the uppermost block up and over the lowermost block.
rhyolitic	Felsic volcanic rock composed of the minerals quartz, potassium feldspar and plagioclase feldspar and containing high abundances of silica (SiO 2 ).
saprolite	Disintegrated, in-situ rock, partially decomposed by the chemical and physical processes of oxidation and weathering.
schist	A crystalline metamorphic rock having a foliated or parallel structure due to the recrystallisation of the constituent minerals.
sericite	A white or pale apple green potassium mica, very common as an alteration product in metamorphic and hydrothermally altered rocks.
shale	A fine-grained, laminated sedimentary rock formed from clay, mud and silt.
siliciclastic sediment	Sedimentary rocks composed predominantly of detrital quartz.
soil sampling	The collection of soil specimens for mineral analysis.
stratigraphy	Sequence of layering formed in rocks by the depositional from a fluid, usually applied to sedimentary rocks but also to igneous rocks showing compositional variations within former magma chambers.
strike	Horizontal direction or trend of a geological structure.
supergene	Process of mineral enrichment produced by the chemical remobilisation of metals in an oxidised or transitional environment.
syenite	An intrusive igneous rock composed essentially of alkali feldspar and little or no quartz and ferromagnesian minerals.
syntectonic	Occurring or forming at the same time as deformation and metamorphism.
tholeiitic basalt	A variety of basalt containing little or no olivine.

$rac{1}{2}$

transcurrent	An adjective used to describe a shear or fault which is parallel or subparallel to the strike of a rock unit.
uitramafic	Igneous rocks consisting essentially of ferromagnesium minerals with trace quartz and feldspar.
vacuum drilling	Driiling method in which samples are lifted from the drill bit using a partial vacuum.
volcanic	Formed or derived from a volcano.
volcaniclastic	Pertaining to a clastic rock predominantly comprised of volcanic material.

ISE TITULIANIA ETITA MOREALSUM TED ROOSTEGTUS FIJATIONIANIA D

7. Solicitor's Report on the Tenements

рпсе

28 October 2003

The Directors A1 Minerals Limited Unit 4 14 Bannick Court Canning Vale WA 6155

Dear Sirs

SOLICITORS' REPORT ON MINING TENEMENTS

This report has been prepared for inclusion in the Prospectus to be issued by A1 Minerals Limited ("the Company") dated on or about 31 October 2003 to raise up to \$3,500,000 ("the Prospectus"). The offer in the Prospectus comprises the issue by the Company of up to 17,500,000 fully paid ordinary shares at \$0.20 each with a minimum subscription of 12,500,000 shares.

We have been requested to report on the various interests in mining tenements and applications for mining tenements to which the Company is entitled or has acquired rights ("the Tenements"). Details of these mining tenement interests are listed in the attached Schedule of Tenements ("the Schedule") which, together with the notes to the Schedule ("the Notes") forms part of this report.

All of the Tenements are located in Western Australia and are identified in the Schedule.

1. SEARCHES

We conducted searches of the Tenements listed in the Schedule in the registers maintained by the Western Australian Department of Industry and Resources ("DIR") on 8 October 2003. We have also reviewed searches of the National Native Title Tribunal's ("NNTT") Perth register in relation to the Tenements as at 10 October 2003.

As a result of those searches and our perusal of the material contracts set out in section 11.2 of the Prospectus ("the Agreements"), we consider this report provides an accurate statement, as at the date of the respective searches, as to the status of the Tenements and the interests of the Company in those Tenements. We have assumed the information in the registers maintained by DIR and NNTT is accurate. The references in the Schedule to the areas of the Tenements are taken from details shown on DIR's and NNTT's registers. No survey was conducted to verify the accuracy of Tenement areas. We have further assumed that the various parties' seals and signatures on all the Agreements are authentic, and that the Agreements are and were within the capacity and powers of those who executed them. We assume that all of the Agreements were validly authorised, executed and delivered by and are binding on the parties to them and comprise the entire agreements of the parties to each of them with respect to their respective subject matters.

2. GENERAL INFORMATION ABOUT MINING TENEMENTS

(a) Mining Lease ("ML")

A ML gives the holder the exclusive right to find, extract and dispose of any minerals on the land the subject of that ML. The maximum area over which a ML may be granted must not exceed 10 square kilometres. A ML remains in force for a period of 21 years from the date of grant, the holder has an option to renew for another 21 years on expiry and further renewals are possible under the Mining Act 1978 (WA) ("Mining Act").

The Company has no ML at the date of this report.

(b) Mining Lease Application ("MLA")

A MLA does not constitute a lease while the application is pending grant, however the applicant has a statutory entitlement to certain rights pending grant. A grant may often take a considerable amount of time due to the Minister having to comply with the law relating to native title. This process is outlined in section 5 of this report.

The Company is the applicant in relation to one ML, that is MLA 38/968.

(c) Exploration Licence ("EL")

An EL remains in force for 5 years from the date of grant with the possibility of renewal by the Minister in certain circumstances. The holder of an EL is required to expend certain amounts upon exploration activities during the term with failure to do this leading to possible forfeiture of the licence.

The holder of an EL has, subject to the Mining Act, the right to apply for and to have granted a ML over the land the subject of the EL.

The Company has one EL, EL 38/970 of which MLA 38/968 forms part as detailed in the Schedule.

(d) Exploration Licence Application ("ELA")

If an ELA is successful then the Minister will grant an EL to the applicant. An ELA gives the applicant no title to land or any exclusive rights relating to the land the subject of the application. For there to be a valid grant the procedures outlined in section 5 below must have been followed.

The Company currently has a number of ELAs as detailed in the Schedule. We are unable to express an opinion as to whether or when such ELAs will be granted to the Company.

3. ABORIGINAL SITES

The Aboriginal Heritage Act 1972 (WA) ("WA Heritage Act") is specifically made applicable to all of the Tenements by the Minister imposing a condition that the Act be observed. The WA Heritage Act makes it an offence to alter or damage an Aboriginal site or object on or under an Aboriginal site. An Aboriginal site is defined to include any sacred, ritual or ceremonial site which is of importance and special significance to persons of Aboriginal descent.

There is no requirement or need for an Aboriginal site to be registered in any public manner or, indeed, to be in any way acknowledged as an Aboriginal site for it to qualify as an Aboriginal site for the purposes of the WA Heritage $Act.$

The Company must ensure that any interference with such sites is in strict conformity with the provisions of the WA Heritage Act.

The provisions of the Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) (the "Commonwealth Heritage Act") may also apply to the Tenements. This Act contains provisions designed to preserve and protect from injury or desecration areas and objects which are of particular significance to Aboriginal people in accordance with Aboriginal tradition. An area or object is found to be desecrated if it is used or treated in a manner inconsistent with aboriginal tradition.

4. NATIVE TITLE LEGISLATION

Judicial recognition of native title at common law occurred in Mabo -v- Queensland (No 2) (Mabo), a decision of the High Court of Australia on 3 June 1992. Generally these native title rights to land will be recognised where:

• a) the claimants can establish that they have maintained a continuous connection with the land in accordance with their traditional laws and customs since British settlement in 1788; and
• b) the native title rights have not been lawfully extinguished.

After Mabo considerable uncertainties existed about the validity of proprietary rights in Australia, including mining tenements. To address those uncertainties the Commonwealth Parliament responded by passing the NTA. The NTA commenced on January 1994 and was substantially amended in 1998 in response to the decision of the High Court in Wik v Queensland. The Wik case recognised that the granting of a pastoral lease did not necessarily extinguish all native title rights, some of which could co-exist with the rights under a pastoral lease.

In Mabo, the High Court held that native title rights can be lawfully extinguished by certain government legislation and executive actions which are not inconsistent with native title. In order for extinguishment to be lawful it must comply with the obligations imposed by the Native Title Act 1993 (Cth) ("NTA").

r

In summary the NTA:

• $a)$ provides for recognition and protection of native title;
• b) sets up mechanisms for determining claims for native title such as the "right to negotiate" which allows native title claimants to be consulted in relation to certain mining and other developments;
• make valid certain "past acts" which would otherwise be invalidated because of native title; $\mathcal{C}$
• d) establishes ways in which "future acts" (for example the granting of mining tenement applications and converting exploration licences and prospecting licences to mining leases) affecting native title may proceed and how native title rights are protected, including rights to compensation; and
• e) provides a process by which claims for native title and compensation can be determined.

The High Court decision of Ward v Western Australia and South Australia established that where tenure such as a pastoral lease is granted on a mining tenement, native title is extinguished only to the extent that it is inconsistent with the rights conferred by the pastoral lease on that mining tenement.

5. NATIVE TITLE CLAIMS

Persons claiming to hold native title may lodge an application for determination of native title with the Federal Court. Once a native title claim has been lodged, the Court will refer the application to the Native Title Registrar. The Native Title Registrar must determine whether the claim meets certain conditions concerning the merits of the claim, and certain procedural and other requirements set out by the NTA.

If the Native Title Registrar is satisfied the lodged claim meets the registration requirements set out in the NTA ("Registration Test") it will be entered on the Register of Native Title Claims maintained by the National Native Title Tribunal ("Register"). Claimants under registered claims are afforded certain procedural rights under the NTA including the "right to negotiate".

Claims which fail to meet the Registration Test are recorded on the Schedule of Applications Received. Such claims may be entered on the Register at a later date if additional information is provided by the claimant that satisfies the Registration Test.

The granted Tenement is situated on a pastoral lease. The pastoral lease co-exists with any native title but takes priority where any native title rights are inconsistent with the pastoral leaseholder's rights. The net result is that native title claimants have no right to control the land or restrict access to the land.

The Tenements relate to land that is currently the subject of one native title claim. These claims are identified in the Schedule. The fact that a claim has been lodged does not necessarily mean that native title exists over the area claimed, nor does the absence of a claim necessarily indicate that no native title exists over that area.

We have not undertaken the considerable historical, anthropological and ethnographic work that would be required to determine the likelihood that existing claims may be successful, or the possibility of any further claims being made in the future.

6. VALIDITY OF THE TENEMENTS

a) Tenements granted prior to 1 January 1994

The NTA permits a State to validate 'past acts'. Under the Titles (Validation) and Native Title (Effect of Past Acts) Act 1995 which gives effect to this provision of the NTA, mining tenements granted in Western Australia prior to 1 January 1994 are deemed to be valid. To the extent that the exercise of native title rights and interests is inconsistent with the exercise of the rights conferred by those Tenements, the rights under each particular Tenement will have priority for the term of the relevant grant.

None of the Tenements were granted before 1 January 1994.

b) Tenements granted between 1 January 1994 and 23 December 1996

These are known as 'intermediate period acts'. The 1998 amendments to the NTA provided scope for the States and Territories to validate these acts.

None of the Tenements were granted before 23 December 1996.

Tenements granted since 23 December 1996 c).

Mining tenements granted since 23 December 1996 which affect native title rights and interests will be valid provided that the future act procedures set out in (d) below were followed by the relevant parties. We have not been instructed to analyse whether or not the relevant NTA procedures were followed in relation to each Tenement, but are not aware of any reason to doubt that they were validly granted.

Assuming that all future act procedures were followed, the Tenements are classified as valid future acts under the NTA.

d) Future Tenement Grants

The valid grant of any Tenement which may affect native title requires full compliance with the provisions of the NTA in addition to compliance with the usual procedures under the Mining Act. The primary procedure prescribed under the NTA is the "right to negotiate" process.

The right to negotiate process involves the publishing or advertising of a notice of the proposed grant of a tenement followed by a period of negotiation between the State Government, the Tenement applicant and the relovant registered native title claimant. If agreement is not reached to enable the grant to occur, the matter may be referred to arbitration before the NNTT, which has a further 6 months to reach a decision. The decision of the NNTT may be reviewed by the relevant Federal Minister.

The right to negotiate process is not reguired to be followed in respect of a proposed future act in instances where the expedited procedure applies. Under the NTA, a future act is an act attracting the expedited procedure if:

• (i) the act will not interfere directly with the carrying on of the community or social activities of the persons who are the holders of native title in relation to the land; and
• (ii) the act is not likely to interfere with areas or sites of particular significance, in accordance with their traditions, to the persons who are holders of the native title in relation to the land; and
• (iii) the act is not likely to involve major disturbance to any land or waters concerned or create rights whose exercise is likely to involve major disturbance to any land.

When the proposed future act is considered to be one that attracts the expedited procedure, the future act may be done unless, within four months after the notification day, a native title party lodges an objection with the NNTT against the inclusion of a statement that the proposed future act is an act attracting the expedited procedure.

If there is no objection lodged within the four month period, the act may be done. If one or more native title parties object to the statement, the NNTT must determine whether the act is an act attracting the expedited procedure. If the NNTT determines that it is, the Minister may do the future act (ie grant an exploration licence). Further, the right to negotiate process does not have to be pursued in cases where an indigenous land use agreement ("ILUA") is negotiated with the relevant Aboriginal people and registered with the NNTT. In such cases, the procedures prescribed by the ILUA must be followed to obtain the valid grant of the tenement. These procedures will vary depending on the terms of the ILUA.

As set out in the Tenement Schedule, some of the Tenements are applications at different stages in the NTA future act process.

6. RENEWALS AND EXTENSIONS OF TENEMENTS

As with the granting of mining tenements, renewals and extensions of mining tenements granted prior to i January 1994, to the extent the renewals were invalid due to native title, have been validated by legislation.

Renewals of mining tenements granted between 1 January 1994 and 23 December 1996 have been similarly validated provided certain statutory criteria have been met.

Renewals made after 23 December 1996 of tenements validly granted before that date will not be subject to the right to negotiate process provided:

• (i) the area to which the earlier right is made is not extended;
• (ii) the term of the new right is not longer than the term of the earlier right; and
• (iii) the rights to be created are not greater than the rights conferred by the earlier grant.

There is doubt as to whether the right to negotiate process applies to second and subsequent renewals but this matter is yet to be determined by the Courts.

Other than as stated above, renewals of mining tenements are subject to the same right to negotiate process as is described in (d) above.

7. COMPLIANCE

The Company's interest in or rights in relation to the granted Tenements are subject to the holder continuing to comply with the respective terms and conditions of the respective granted Tenements under the provisions of the Mining Act and regulations made pursuant to that legislation, together with the conditions specifically applicable to any granted Tenement. We have sought and received confirmation from the Tenement holders that the various conditions in respect of each granted Tenement have been met in all material respects.

8. OUALIFICATIONS

While the status of the Tenements is dealt with in detail in the Schedule and the Notes to the Schedule we point out by way of summary, that:

• (a) we have assumed that all information in the registers maintained by DIR and NNTT are complete and accurate as at the time the searches were conducted;
• (b) we have assumed that all information or advice, whether oral or written provided to us by the Company, its officers, employees, agents or representatives is accurate and complete;
• (c) in relation to each Tenement application we express no opinion as to whether such tenement application will ultimately be granted, (including whether relevant Ministerial consent will be obtained) nor the conditions subject to which such Tenement application may be granted; and
• (d) in relation to each native title claim outlined in this report we do not express an opinion on the merits of such native title claim.

9. CONSENT

This report is given solely for the benefit of the Company and the directors of the Company in connection with the issue of the Prospectus and is not to be relied on or disclosed to any other person or used for any other purpose or quoted or referred to in any public document or filed with any government body or other person without our prior consent.

Yours faithfully

Trie Sièrakowski

PRICE SIERAKOWSKI

Schedule of Mining Tenements

To be read in conjunction with the abbreviations and notes at the end of the Schedule.

Tenement No. and Type	Project Name, Registered Holder Shares or Applicant	Held	Grant/Application Date	Expiry Date	Area	Native Title	Relevant Notes
Brightstar
MLA 38/968	DesertEx	100	19/06/2003		200 Ha	Wongatha - WC99/01	A.C
EL 38/970	DesertEx	100	5/08/1997	4/08/2004	5 Blocks		$\mathsf{C}$
ELA 38/1517	A1 Minerals	100	29/07/2002		3 Blocks	Wongatha - WC99/01	B
ELA 38/1523	A1 Minerals	100	3/09/2002		2 Blocks	Wongatha - WC99/01	B
Narnoo
ELA 39/981	A1 Minerals	100	13/06/2002		70 Blocks	Wongatha - WC99/01	B
ELA 39/982	Al Minerals	100	13/06/2002		70 Blocks	Wongatha - WC99/01	B.
ELA 39/985	A1 Minerals	100	26/06/2002		51 Blocks	Wongatha - WC99/01	B

The following abbreviations are referred to in the Schedule, the Notes and the Agreements:

A1 Minerals means A1 Minerals Limited (ACN 100 727 491)

DesertEx means Desert Exploration Pty Ltd (ACN 065 110 698)

EL. means Exploration Licence

ELA means Exploration Licence Application

$ML$ means Mining Lease

MLA means Mining Lease Application

NOTES

• A. This is the converted MLA pursuant to section 67 of the Mining Act. It was previously part of EL 38/970. The application was lodged on 19 June 2003 and grant is pending.
• B. This application has been recommended by the Warden and has been advertised under section 29 of the NTA.
• C. Al is acquiring all of the shares in DesertEx. The transaction is detailed at Section 11.2 of this Prospectus.

Native Title Claims affecting the Tenements

Wongatha - WC 99/1

This native title claim was filed on 6 January 1999 and has subsequently passed the registration test. The claim covers an area of 159,000 square kilometres that includes the entire area of the tenements marked as being affected in the Schedule.

8. Independent Accountant's Report

K. WESTAWAY & ASSOCIATES

CHARTERED ACCOUNTANTS

The Directors A1 Minerals Limited Unit 4, 14 Bannick Way CANNING VALE WA 6155

Dear Sirs.

INVESTIGATING ACCOUNTANT'S REPORT

1. Introduction

This Report has been prepared at the request of the Directors of A1 Minerals Limited ("the Company") for inclusion in a Prospectus to be lodged by the Company on or about 31 October, 2003 relating to the Initial Public Offering of 17,500,000 Ordinary Shares at an issue price of \$0.20 per share to raise \$3,500,000. The Prospectus also provides for the minimum public offering to be 12,500,000 Ordinary Shares of 20 cents each.

2. Background

The Company was incorporated on 29 May, 2002 with the objective of mineral exploration. Since incorporation, the Company has acquired mineral tenements in Western Australia and has undertaken preliminary exploration activities on those tenements.

The prime purpose of the Prospectus is for the Company to raise funds to proceed with exploration drilling, appraisal and development of its mineral tenement interests in Western Australia.

3. Basis of Preparation

The Directors have requested K. Westaway & Associates to prepare an Independent Accountant's Report which is to include the following information:

• the audited statement of financial position of the Company, audited statement of financial performance and statement of cash flows for the twelve months ended 30 June, 2003.
• The pro-forma statement of financial position of the Company as at 30 June, 2003 adjusted to include funds to propose to be raised by the Prospectus and the completion of the transactions referred to in Note 2 of Appendix 4.
• K. Westaway & Associates are the appointed auditor of A1 Minerals Limited.

K. Westaway & Associates audited the annual report for the year ended 30 June, 2003 in accordance with Australian Auditing Standards. The audit opinion issued to members of A1 Minerals Limited was not subject to qualification.

The purpose of the pro-forma Statement of Financial Position is to demonstrate the financial effect on the Company assuming the transactions disclosed at Note 2 of Appendix 4 had taken place at 30 June, 2003.

121 Colin Street. West Perth, WA 6005. PO Box 187, West Perth 6872 Ph: (08) 9321 9011 Fax: (08) 9321 1181 Email: KelvinWestaway@aol.com

Kelvin Westaway F.C.A.

The Pro-forma statement of assets and liabilities has been prepared on a going concern basis. Accordingly, the amounts at which assets are disclosed in this Report do not purport to be amounts, which would be realised if such assets were sold at the date of this Report.

This Report has been prepared to provide investors with information of historical results and the assets and liabilities of A1 Minerals Limited. This Report does not address the rights attaching to the shares to be issued in accordance with the Prospectus, nor the risks associated with the investment.

4. Scope of Report

The Directors are responsible for preparation of the historical actual financial information and the pro-forma financial information as detailed in Appendices 1 through 4 of this Report.

We have performed a review of the financial information in order to state whether, on the basis of the procedures described, anything has come to our attention that would indicate that the financial information in Appendices 1 through 4 is not presented fairly in accordance with the recognition and measurement principles in Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by the Company as described in Note 1 of Appendix 4 and on the basis of the assumptions and transactions set out in Note 2 of Appendix 4.

Our review has been conducted in accordance with Australian Auditing Standard AUS 902 "Review of Financial Reports". Our review was limited primarily to:

• inquiries of Directors and Company personnel; and
• consideration of the working papers, accounting records and other documentation supporting the historical financial information of the Company.

Our procedures have been limited to ensure that the:

• actual statements of financial performance and cash flows for the year ended 30 June, 2003, and the actual statement of financial position as at 30 June, 2003 have been correctly extracted from the audited financial report for the year ended 30 June, 2003.
• Pro-forma financial information has been based on the extracted information; and
• Actual and pro-forma financial information has been drawn up in accordance with the accounting policies and the assumption set out in Note 1 and Note 2 of Appendix 4 respectively.

These procedures do not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than given in an audit. We have not performed an audit on the Pro-Forma Statement of Financial Position and accordingly, we do not express an audit opinion on the Pro-Forma Statement of Financial Position as at 30 June, 2003.

A1 MINERALS LIMITED PROSPECTUS

5. Review Statement

Based on our review, which is not an audit, nothing has come to our attention, which causes us to believe that the financial information of A1 Minerals Limited set out in Appendices 1 through 4 does not present fairly the:

• actual statement of financial performance and cash flows for the year ended 30 June, 2003;
• actual statement of financial position as at 30 June, 2003;
• pro-forma statement of financial position as at 30 June, 2003; and
• notes to the actual and pro-forma financial information

in accordance with the recognition and measurement principles in Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by the Company as described in Note 1 of Appendix 4 and on the basis of the assumptions and transactions set out in Note 2 of Appendix 4.

6. Subsequent Events

To the best of our knowledge and belief, and based on the work we have performed in relation to the scope of work set out in Section 3 of this Report, there have been no material transactions or events subsequent to 30 June, 2003, other than those included in our Report, which would require a comment on or adjustment to, the information referred to in our Report, or that would cause the information included in the Report to be misleading.

We have no responsibility to update this Report for events and circumstances occurring after the date of this Report.

7. Declaration

Neither Kelvin Westaway as principal nor any employee of K. Westaway & Associates have any pecuniary interests that could reasonably be regarded as being capable of affecting the ability to give an unbiased opinion in this matter.

Except for normal professional fees due for the preparation of this Report and ongoing professional fees received as auditor, K. Westaway & Associates does not have any interest in the Company nor in the outcome of the Offer.

Consent for the inclusion of this Report in the Prospectus in the form and context in which it appears has been given and at the date of this Report has not been withdrawn.

Yours faithfully.

KELVIN WESTAWAY PRINCIPAL K. WESTAWAY & ASSOCIATES CHARTERED ACCOUNTANTS

医内脊髓硬化 医白细胞 化环己烯酸 SPA 精神报纸的过去式和过去分词使使用的过去式和过去分词

STATEMENT OF FINANCIAL PERFORMANCE

	Audited 30 June 2003
Revenues from ordinary activities
Employee benefits expense	11,124
Depreciation and amortisation expense	1.148
Exploration expenditure written off	1.004
Borrowing costs expense	3,575
Other expenses from ordinary activities	27.645
	44,496
Loss from ordinary activities before income tax expense	44,496
Income tax expense relating to ordinary activities
Net Loss attributable to members of the Company	44.496

.
.........
..........................

STATEMENTS OF FINANCIAL POSITION

			Reviewed Pro-forma
	Note	Audited	Consolidated
		30 June 2003 \$	30 June 2003 \$
CURRENT ASSETS
Cash assets	3	313,219	3,333,738
Receivables	4	18,570	18,570
TOTAL CURRENT ASSETS		331,789	3,352,308
NON-CURRENT ASSETS
Exploration and evaluation expenditure	5	978,748	2,553,248
Property, plant and equipment	6	8,260	8,260
Other		1,190	1,190
TOTAL NON-CURRENT ASSETS		988,198	2,562,698
TOTAL ASSETS		1,319,987	5,915,006
CURRENT LIABILITIES
Payables	$\overline{7}$	20,906	50,000
TOTAL CURRENT LIABILITIES		20,906	50,000
NON CURRENT LIABILITIES
Interest Bearing Liabilities	8	83,575
TOTAL NON CURRENT LIABILITIES		83,575
TOTAL LIABILITIES		104,481	50,000
NET ASSETS		1,215,506	5,865,006
EQUITY
Contributed equity	9	1,260,002	5,957,002
Accumulated losses		(44, 496)	(91, 996)
TOTAL EQUITY		1,215,506	5,865,006

The accompanying notes form part of these financial statements.

:#HE45#4||HPP#H#HF#|HP#|HP#|HP#|HP#|-4b+-4|9||B#2-9||14|| E-|III||J|Hr;@FD||HP#|H7#|HP#|||||||||||||||||||||||
|#HMM||H##H#|HM||AM#||MA||AM||AM||HP#|HP#||AM||AF#||AM||H||||||||||||||||||||||||||||||||

STATEMENT OF CASH FLOWS

	Note	Audited 30 June 2003
		S
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers and employees		(24, 225)
Interest received
Borrowing costs
Income tax paid
Net cash provided by (used in) operating activities		(24, 225)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of investments
Purchase of property, plant and equipment		(9,408)
Exploration expenditure		(228, 776)
Purchase of other non-current assets
Net cash provided by (used in) investing activities		(238, 184)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares		510,000
Proceeds from borrowings		30,000
Repayment of borrowings		(1,190)
Net cash provided by (used in) financing activities		538,810
Net increase in cash held		276,401
Cash at 1 July 2002		36,818
Cash at 30 June 2003		313,219

TEMPO TARIKU ALAMAN ANTIKU ALAMAN SILAH DALAH SILAH SILAH DAGA KELAHAN DI SILAH DAGAN DAGAN DAGAN DAGAN DAGAN

白种甘丁

NOTES TO THE STATEMENTS OF FINANCIAL POSITION

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

The Statements of Financial Position have been prepared in accordance with Accounting Standards, Urgent Issues Group Consensus Views, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.

The Statements of Financial Position have been prepared on an accruals basis and is based on historical costs and does not take into account changing money values or current valuations of non-current assets. Cost is based on the fair values of the consideration given in exchange for assets.

The following is a summary of the material accounting policies adopted by the Company in the preparation and presentation of the actual and pro-forma financial information.

a) Revenue recognition

Revenues are recognised at fair value of the consideration received net of the amount of goods and services tax (GST) payable to the taxation authority. Exchanges of goods or services of the same nature and value without any cash consideration are not recognised as revenues.

Interest revenue

Interest revenue is recognised as it accrues, taking into account the effective yield on the financial asset. Sale of non-current assets

The gross proceeds of non-current asset sales are included as revenue at the date control of the asset passes to the buyer, usually when an unconditional contract of sale is signed.

The gain or loss on disposal is calculated as the difference between the carrying amount of the asset at the time of disposal and the net proceeds on disposal (including incidental costs).

h) Income Tax

The Company adopts the liability method of tax-effect accounting whereby the income tax expense is based on the profit from ordinary activities adjusted for any permanent differences.

Timing differences which arise due to the different accounting periods in which items of revenue and expense are included in the determination of accounting profit and taxable income are brought to account as either a provision for deferred income tax or as a future income tax benefit at the rate of income tax applicable to the period in which the benefit will be received or the liability will become payable.

Future income tax benefits are not brought to account unless realisation of the asset is assured beyond reasonable doubt. Future income tax benefits in relation to tax losses are not brought to account unless there is virtual certainty of realisation of the benefit.

The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the Company will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.

c) Borrowing costs

Borrowing costs include interest, amortisation of discounts or premiums relating to borrowings, amortisation of ancillary costs incurred in connection with arrangement of borrowings, foreign exchange differences net of hedged amounts on borrowings, including trade creditors and lease finance charges.

Ancillary costs incurred in connection with the arrangement of borrowings are capitalised and amortised over the life of the borrowings.

Borrowing costs are expensed as incurred unless they relate to qualifying assets. Qualifying assets are assets which take more than 12 months to get ready for their intended use or sale. In these circumstances, borrowing costs are capitalised to the cost of the assets. Where funds are borrowed specifically for the acquisition, construction or production of a qualifying asset, the amount of borrowing costs capitalised is those incurred in relation to that borrowing, net of any interest earned on those borrowings. Where funds are borrowed generally, borrowing costs are capitalised using a weighted average capitalisation rate.

Exploration and evaluation expenditure carried forward relating to areas of interest which have not reached a stage permitting reliable assessment of economic benefits are not qualifying assets.

d) Cash

For the purpose of the statement of cash flows, cash includes:

• $-$ cash on hand and at call deposits with banks or financial institutions, net of bank overdrafts; and
• investments in money market instruments with less than 14 days to maturity.

a kata kata sa kata na mana na mga mga mga mga mga mga mga mga mga mg

$P$ Receivables

The recoverability of debts is assessed at balance date and specific provision is made for any doubtful accounts.

Plant and Equipment f).

Plant and equipment are measured on the cost basis.

The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows which will be received from the assets employment and subsequent disposal. The expected net cash flows have not been discounted to their present values in determining recoverable amounts.

The cost of fixed assets constructed within the Company includes the cost of materials, direct labour, borrowing costs and an appropriate proportion of fixed and variable overheads.

Depreciation

The depreciable amount of all fixed assets including building and capitalised lease assets, but excluding freehold land, is depreciated on a straight line basis over their useful lives to the Company commencing from the time the asset is held ready for use. Properties held for investment purposes are not subject to depreciation. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.

The depreciation rates used for each class of depreciable assets are:

Depreciation Rate Class of Fixed Asset

37.5% Office equipment

g) Exploration, Evaluation and Development Expenditure

Exploration, evaluation and development costs are accumulated in respect of each separate area of interest. Exploration and evaluation costs are carried forward where right of tenure of the area of interest is current and they are expected to be recouped through sale or successful development and exploitation of the area of interest, or, where exploration and evaluation activities in the area of interest have not vet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.

Development costs related to an area of interest are carried forward to the extent that they are expected to be recouped either through sale or successful exploitation of the area of interest.

When an area of interest is abandoned or the directors decide that it is not commercial, any accumulated costs in respect of that area are written off in the financial period the decision is made.

h) Interest Bearing Liabilities

Unsecured loans are recognised at their principal amount, subject to set-off arrangements. Interest expense is accrued at the contracted rate and included in "Other creditors and accruals".

Goods and Services Tax (GST) $\ddot{\mathbf{r}}$

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST.

2. ACTUAL AND PROPOSED TRANSACTIONS TO ARRIVE AT PRO-FORMA STATEMENT OF ASSETS AND LIABILITIES

The Pro-forma statement of assets and liabilities as at 30 June, 2003 has been included for illustrative purposes only. The Pro-forma statement of financial position has been prepared by adjusting the historical statement of financial position as 30 June, 2003 to reflect the financial effect of the following transactions as if they had occurred at 30 June, 2003:

a) the consolidation of issued ordinary share capital (two shares for every existing three shares) to reduce the number of shares as approved at the Company's AGM on 23 September, 2003.

b) the issue of 220,000 ordinary shares at 10 cents each on 30 September, 2003 in consideration for professional services rendered to the Company relating to corporate consultancy and exploration activities.

c) the payment/accrual of \$120,906 expenditure relating to the payment of creditors and accruals outstanding at 30 June, 2003, and operational activities of the Company for the period 1 July, 2003 to date.

. 1975 - 1986 - 1987 - 1988 - 1988 - 1988 - 1988 - 1988 - 1988 - 1988 - 1988 - 1988 - 1988 - 1988 - 1988 - 19

d) the repayment of unsecured Directors loans totalling \$83,575.

Million Million Million Carter is the State of the Constant

e) the issue of 7,500,000 ordinary shares at 20 cents each and 7,500,000 free carried options to acquire 100% of the issued capital of Desert Exploration Pty Ltd (a company associated with Mr John Williams – a director of the Company). This transaction is further disclosed at Section 11.4 of the Prospectus.

f) the issue of 17,500,000 shares at 20 cents each to raise \$3,500,000 pursuant to the Prospectus.

g) expenses relating to the Prospectus and share issue of approximately \$325,000 which will be offset against the capital raised.

	Audited 30 June 2003	Reviewed Pro-forma Consolidated 30 June 2003
3. CASH ASSETS
Cash at bank	313,037	313,037
Cash on hand	182	182
Pro-forma Adjustments:	313,219	313,219
payment of creditors C)		(70, 906)
re-payment of Directors loans d)		(83, 525)
issue of 17,500,000 shares at 20 cents each f)		3,500,000
payment of expenses relating to the Prospectus g)	313,219	(325,000) 3,333,738
4. RECEIVABLES CURRENT
Other debtors	18,570	18,570
5. EXPLORATION & EVALUATION EXPENDITURE
Carrying amount at the start of the year	13,184	13,184
Expenditure incurred during the year	966,568	966,568
Expenditure written off during the year	(1,004)	(1,004)
Carrying amount at the end of the year	978,748	978,748
Pro-forma Adjustments b) issue of 95,000 shares at 10 cents each for exploration consulting services estimated operational activities from 1 July, 2003 C).		9,500 65,000
acquisition of mining tenements -Desert Exploration Pty Ltd e).		1,500,000
Ultimate recoupment of exploration and evaluation expenditure carried forward is dependant on successful development and commercial exploitation or alternatively, sale of the respective areas.	978,748	2,553,248
6. PLANT AND EQUIPMENT
a) Carrying amount At cost	9,408	9,408
Accumulated depreciation	(1,148)	(1, 148)
Total Property, Plant and Equipment	8,260	8,260
7. PAYABLES CURRENT
Trade creditors	9,525	50,000
Sundry creditors and accrued expenses	11,381
	20,906	50,000
8. INTEREST BEARING LIABILITIES Unsecured loans	83,575
Unsecured loans from Directors were short term advances to assist in the proper administration of the Company. The loans were repayable

on demand and accrued interest at a rate of 5.5%.

9. CONTRIBUTED EQUITY	Audited 30 June 2003	Pro-forma No.	Reviewed Pro-forma Consolidated 30 June 2003
a) Ordinary Shares
21,050,002 fully paid ordinary shares	1,260,002	21,050,002	1,260,002
Pro-forma adjustments:
a) consolidation of existing share capital
(2 shares for every existing 3 shares)		(7,016,667)
b) issue of 220,000 shares at 10 cents each
for consulting services		220,000	22,000
e) issue of 7,500,000 shares at 20 cents and
7,500,000 free carried options to acquire a total
issued capital of Desert Exploration Pty Ltd		7,500,000	1,500,000
f) the allotment of $17,500,000$ shares at 20 cents
each pursuant to the Prospectus		17,500,000	3,500,000
g) expenses relating to the Prospectus and share
issue of an estimated \$300,000			(325,000)
	.260.002	39,253,335	5.957.002

b) Options

54

The Company will have 9,500,000 Options on issue after closure of the offer.

7,500,000 vendor options in part consideration for the acquisition of Desert Exploration Pty Ltd.

1,000,000 Options issued to the sponsoring broker in consideration of services rendered.

1,000,000 Executive Options issued to the Chairman, Mr Michael Hunt as part of his remuneration package.

All options are free issued and subject to the Company being accepted for listing on the ASX. The options are exercisable by the payment of 30 cents on or before 30 November, 2006. (Refer Section 11.4 on this Prospectus for further details).

10. EXPENDITURE COMMITMENTS

The Company is committed to prospecting expenditure under current authorities.

In order to maintain current rights to tenure of its mineral tenement leases, the Company will be required to outlay amounts in respect of rent and to meet minimum expenditure requirements. These obligations may be varied from time to time, are subject to approval and are expected to be fulfilled in the normal course of operations by the Company.

Corporate Governance 9.

Introduction

The Company operates in accordance with the principles of good corporate governance. As such the Directors will focus their attention on accountability, risk management and ethical conduct.

The Board of Directors

The Company's Constitution provides that the number of Directors shall not be less than three and not more than ten. There is no requirement for any share holding qualification.

The membership of the Board, its activities and composition is subject to periodic review. The criteria for determining the identification and appointment of a suitable candidate for the Board shall include the quality of the individual, background of experience and achievement, compatibility with other Board members, credibility within the Company's scope of activities, intellectual ability to contribute to Board duties and physical ability to undertake Board duties and responsibilities.

Directors are initially appointed by the full Board subject to election by shareholders at the next general meeting. Under the Company's Constitution the tenure of a director (other than the Managing Director) is subject to reappointment by shareholders not later than the third anniversary following their last appointment. There is no maximum period of service as a director. A director over the age of 72 years must be re-elected in accordance with the Corporations Act 2001. A managing director may be appointed for any period and on any terms the Directors think fit and, subject to the terms of any agreement entered into, the directors may revoke any appointment.

The Board is responsible for the overall corporate governance of the Company including its strategic direction and goals, the management framework of the Company (including a system of internal control), business risk management and the establishment of appropriate ethical standards.

The Board is committed to operating to industry best practice standards in all aspects of the Company's business and is responsible for the overall internal control of the Company. The internal control process derives from involvement in management and operations by the Chairman and Managing Director with close consultations and review between all the Directors and external accountants.

One member of the Board is an executive Director, with the Chairman and two others being Non-executive.

Policies

The following policies have been adopted by the Board to assist with the internal procedures of the Company.

Tradina in Securities

The Company has adopted a policy that imposes certain restrictions on Directors and employees trading in the securities of the Company. The restrictions have been imposed to prevent trading in contravention of the insider trading provisions of the Corporations Law.

The key aspects of the policy are:

• all Directors and senior management are to formally notify the Company Secretary of their beneficial shareholdings in the Company and any changes to this within 5 business days of such change occurring;
• the Company Secretary will maintain a register of interests in the Company held by Directors, officers and employees and all trades in the Company's securities will be published on the A1 website (within the quarter) and in the Annual Report;
• no Director, officer or employee, or any entities controlled by them is allowed to trade in the Company's securities without the approval of the Chairman;
• no Director or employee, or any entities controlled by them is allowed to engage in the business of active dealing in the Company's securities; and
• all Directors, officers and employees are to be made aware of the Corporations Act restrictions on insider trading.

The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the formation of separate committees at this time. The Board as a whole is able to address the governance aspects of the full scope of the Company's activities and to ensure that it adheres to appropriate ethical standards.

Audit

The Board will be responsible for the liaison with the Company's auditors and will supervise the engagement and monitoring of the external auditor. The Board will also call for an independent financial audit at any time the Company's situation or progress is not clear to the Board.

Remuneration

The Board determines all compensation arrangements for Directors and senior executives. It is also responsible for setting performance criteria, performance monitors, share option schemes, incentive performance schemes, superannuation entitlements, retirement and termination entitlements and professional indemnity and liability insurance cover. Shareholder approval is required for any changes to Director remuneration.

Risk Management

To optimize shareholder value the Board continuously matches risk and opportunities to financial resources. The Board reqularly reviews, where necessary in conjunction with external professional consultants, its procedures in respect of compliance with and the maintenance of its statutory, legal, ethical and environmental obligations.

10. Risk Factors

General Risks

There are risks inherent in investing in the share market in general and in the Shares of the Company in particular. Like other companies involved in mineral exploration in Australia, A1 is exposed to a number of risks which can affect its performance and the price of its Shares.

The Company's projects are in the exploration phase. As a result, the Company will be subject to all the risks inherent in undertaking exploration for resources.

No assurances can be given that the Company's exploration activities will enable the establishment and operation of viable commercial mining operations. Therefore the Shares offered by this Prospectus are speculative in nature.

The Directors have considered and identified in this section of the Prospectus the critical areas of risk associated with investing in the Company. The risks identified in this section of the Prospectus are not exhaustive. For further information on and clarification of the risks involved investors should seek advice from their stockbroker, accountant, solicitor or other financial advisor and consider the independent reports elsewhere in this Prospectus.

Share Market

The price of shares quoted for trading by the ASX is influenced by international and domestic factors affecting the equity, financial and commodity markets.

These factors may affect the level of prices for listed securities of resource and exploration companies quoted on the ASX in particular, regardless of the company's performance.

The factors which may influence fluctuations in the market value of shares include inflation, the general economic climate, plus fluctuations in commodity prices, exchange rates and interest rates.

Fundina

The Company has no income producing assets and is dependent upon being able to obtain future equity or debt funding to support long term exploration. If the Company is unable to obtain such funding, it may be required to vary future exploration, evaluation and development programs, to realise assets and extinguish liabilities and commitments other than in the normal course of business.

Operational and Technical Risks

The current and future operations of the Company, including exploration, appraisal and possible production activities, may be affected by a range of factors, including:

• Start up risks
• Geological conditions
• Limitations on activities due to adverse and seasonal weather conditions.
• Unanticipated operational and technical difficulties encountered in sampling, drilling and production activities.
• Mechanical failure of operating plant and equipment.
• Industrial and environmental accidents, industrial disputes and other force majeure events.
• Unavailability of drilling equipment
• Unexpected shortages or increases in the cost of consumables, spare parts, plant and equipment.
• Prevention of access due to inability to obtain consents or approvals, including the need to observe the Native Title Act and the Aboriginal Heritage Act.
• Contracting risk from third parties providing essential services.

The Company intends to obtain insurance where appropriate, taking into consideration the availability of cover and premium costs and where required by contractual obligations.

Commodity Price Risk

The Company is exploring for metal and mineral commodities. The Company's ability to commercially exploit certain metals and minerals will be closely related to their prices. Metal and mineral prices fluctuate and are affected by factors beyond the control of the Company.

Legal Risk

The introduction of new legislation or amendments to existing legislation by governments, developments in the existing common law, or the respective interpretation of the legal requirements in any of the legal jurisdictions which governs the Company's operations or contractual obligations, could impact adversely on the assets, operations and ultimately the financial performance of the Company and its securities.

Environmental Risk

The Company's operations and projects are subject to State and Federal laws and regulation regarding environmental matters and discharge of hazardous waste and materials. The Company intends to conduct its activities in an environmental responsible manner, in accordance with applicable laws and regulations,

Title

The Company's tenure will comprise a granted exploration licence and applications for a mining lease and for several exploration licences. As for all mining tenements, the granted exploration licence has a limited term. As for all applications for mining tenements, there can be no certainty that the applications will be granted.

If the term of a granted mining tenement expires without being renewed or substitute tenure being granted or if an application for a mining tenement is not granted, the Company may suffer significant damage through the loss of opportunity to discover and develop any mineral resources on that tenement. For further information on the issue of title refer to Section 7, Independent Solicitor's Report.

The Directors know of no reason why the Company's applications for mining tenements will not be granted.

Dependence on key Personnel

The Company's success depends to a significant extent upon its key management personnel, as well as other management and technical personnel, including those employed on a contract basis. The loss of the services of certain such personnel could have a material adverse sffect upon the Company. However, the Company has addressed this concern by securing a number of key personnel to service and consultancy contracts.

Management Action

The Director's of the Company will, to the best of their knowledge, experience and ability (in conjunction with their management) endeavour to anticipate, identify and manage the risks inherent in the activities of the Company, but without assuming any personal liability for the same, with the aim of eliminating, avoiding and mitigating the impact of risks on the performance of the Company and its securities.

Native Title and Aboriginal Heritage

The requirements to comply with the Native Title Act and the Aboriginal Heritage Act can cause delay and expense. The potential impact of this legislation is dealt with in Section 7, Independent Solicitor's Report.

The exploration and mining on these tenements may be effected by the outcome of the native title claims and negotiations by the Company to obtain and/or confirm and exercise its rights to and in respect of the tenements. Save as disclosed the Company is not aware of any further native title claims or potential claims in respect of its exploration activities that could significantly affect its tenure or mineral exploitation of any future production operations.

Exchange Rate Fluctuations

Commodities are usually sold at prices calculated in overseas currencies. In the event that the Company becomes involved in mine production, operating expenses will be in Australian dollars, accordingly the Company's financial performance may vary in accordance with the fluctuations in the value of the Australian dollar relative to overseas currencies.

Insurance

The Company intends to ensure that insurance is maintained within ranges of coverage the Company believes to be consistent with industry practice and having regard to the nature of activities being conducted. No assurance, however can be given that the company will be able to obtain such insurance coverage at reasonable rates or that any coverage it arranges will be adequate and available to cover any such claims.

11. Additional Information

11.1 Legal Proceedings

The Directors are not aware of any litigation of a material nature which may significantly affect the Company.

11.2 Summary of Material Contracts

In the opinion of the Directors, the only contracts entered into by the Company which are or may be material to the Offer, operation of the Company's business or otherwise to potential investors in the Company are the following contracts which are summarized below:

DesertEx Sale Agreement

By agreement dated 24 October 2003 the Company agreed to purchase from the Vendors, John Dennis Williams and Debbie Lynne Williams ("the Vendors") all the shares issued in Desert Exploration Pty Ltd (DesertEx) for 7,500,000 Shares and 7,500,000 Vendor Options in the Company.

The Agreement is conditional upon:

• i) The approval of shareholders of the Company if required by the Corporations Act or the ASX Listing Rules;
• ii) The obtaining of any necessary consent of the ASX or the ASIC; and
• iii) The Official Quotation of the Company on ASX before 30 March 2004.

The conditions may be waived by the Company or the Vendors.

The agreement contains warranties and indemnities given by the Vendor which are considered standard in an agreement of this type.

The purchase is to be completed within two business days of the satisfaction of the conditions referred to above.

John Williams Service Agreement

On 23 October 2003, the Company entered into an executive service agreement with its Managing Director, Mr John Williams. The agreement has an initial term of three years commencing on the date of Official Quotation on ASX and may be terminated on 6 months notice by either party. The total remuneration payable to Mr Williams pursuant to the agreement is \$165,000 per annum (inclusive of superannuation), to be reviewed annually by the Board. For a period of one vear from the termination of the agreement Mr Williams is restrained from competing with the Company or soliciting customers or employees away from the Company. The agreement is otherwise on standard terms and conditions.

Mark Hronsky Service Agreement

On 7 October 2003, the Company entered into an executive service agreement with its principal geologist, Mr Mark Hronsky. The agreement has an initial term of three years commencing on the date of Official Quotation on ASX and may be terminated on six months notice by either party. The total remuneration payable to Mr Hronsky pursuant to this agreement is \$110,000 per annum (inclusive of superannuation) to be annually reviewed by the Board. For a period of one year from the termination of the agreement, Mr Hronsky is restrained from competing with the Company or soliciting customers or employees away from the Company. The agreement is otherwise on standard terms and conditions.

Golden Cross Operations Pty Ltd Royalty Deed

On 19 December 2001, Desert Exploration Pty Ltd ("DesertEx") entered into a royalty deed ("Royalty Deed") with Golden Cross Operations Pty Ltd ("GCO").

Under the Royalty Deed, GCO agreed to transfer to DesertEx its 100% interest in Exploration Licences E38/970 and E39/696 ("the Tenements"). DesertEx granted to GCO a royalty of 2% of the gross proceeds from the sale of all refined gold or minerals produced by DesertEx from the Tenements ("Royalty"). Where sales of gold or minerals are not on an arms length basis the Royalty is to be calculated by reference to the average of the price of gold or the relevant mineral as guoted on the London Metal Exchange on each of the five business days in which the exchange was open for trading immediately preceding the first day of the first month in respect of which calculation of the Royalty is made.

The Royalty is to be paid within 20 business days after the end of each quarter during which gold or minerals derive from or mined from the Tenements is refined. DesertEx is obligated to provide to GCO a statement certifying the Royalty calculations and GCO will have three months from receipt of the notice to audit DesertEx's calculations and to provide DesertEx with details in writing of any claim or miscalculation.

ETTEN FRAGTERETTER I TERLEN ETTER FRAGTERER FRAGTERER I DER GETTE GETTE FRAGTET PREDIGTET PREDIGTER PLANET FRA ak a sering a bağlan kalkalı için bir bir bir bir bir bir bir bir bir bir

GCO may assign the whole or part of its rights, benefits and obligations in respect of the Royalty to any third person or company without restriction of any kind.

DesertEx may assign all or part or any interest in the Tenements to any third party or company provided that the assignee agrees in writing, in favour of GCO, to be bound by and perform the terms and conditions of the Royalty Deed. Notwithstanding any assignment by DesertEx, DesertEx shall remain jointly and severally liable with any assignee to GCO for the full and timely performance of the obligations of DesertEx under the Royalty Deed.

The Royalty Deed is otherwise on terms and conditions considered standard for agreements of this nature.

On the 4th day of June 2002 the Company entered into an agreement with DesertEx to be bound by and perform the terms and conditions of the Royalty Deed.

Snonsoring Rroker Anreement

On 12 September 2003 the Company entered into an agreement whereby Montagu would act as sponsoring broker and manager to the Offer.

Montagu will receive a fee of \$20,000 for providing corporate advice and assisting the Company in the preparation of this Prospectus.

Upon successful completion of this Offer, Montagu will receive a fee of \$20,000 plus 1,000,000 Brokers Options. Montagu will also receive a placement fee of 5% of the value of all Applications bearing its stamp. The Sponsoring Brokers agreement is otherwise on terms and conditions considered standard in agreements of this nature.

11.3 Rights Attaching to Shares

There is only one class of Share on issue in the Company being fully paid ordinary shares. The rights attaching to Shares in the Company are set out in the Constitution of the Company a copy of which is available for inspection during normal business hours at the registered business office of the Company; and in certain circumstances, regulated by the Corporations Act 2001, the Listing rules. The SCH Business Rules and the general law.

The following is a summary of the principal rights of the holders of Shares in the Company.

Votina

Every holder of Shares present in person or by proxy, attorney or representative at a meeting of shareholders has one vote on a vote taken by a show of hands, and on a poll, every holder of Shares who is present in person or by proxy, attorney or representative has one vote for each Share registered in such shareholder's name on the Company's register.

A poll may be demanded by the Chairman of the meeting, by any 5 shareholders present in person or by proxy, attorney or representative or by any one or more shareholders who are together entitled to not less than 5% of the total voting rights of, or paid up value of, the Shares of all those shareholders having the right to vote at that meeting.

Dividends

Dividends can be paid out of the Company's profits and must be as declared by the Board. Subject to the rights of any Shares created or issued under any special arrangement as to dividend (at present there are none), any dividend as declared shall be paid on all Shares in proportion to the amount of capital for the time being paid up or credited as paid up in respect of such Shares.

Transfer of Shares

A shareholder may transfer Shares by a market transfer in accordance with any computerized or electronic system established or recognised by the ASX or the Corporations Act 2001 for the purpose of facilitating transfers in shares or by an instrument in writing in a form approved by the ASX or in any other usual form or in any form approved by the Directors.

The Directors of the Company may refuse to register any transfer of Shares, other than a proper SCH transfer (a proper SCH transfer is a proper ASTC transfer as defined in the Corporations Regulations 2001), where permitted by the Listing Rules or SCH business rules. The Company must not refuse to register or give effect to delay or in any way interfere with a proper SCH transfer of Shares.

Meetings and Notice

Each shareholder is entitled to receive notice of and to attend general meetings of the Company and to receive all notices, accounts and other documents required to be sent to shareholders under the Constitution of the Company, the Corporations Act or the Listing Rules.

Liquidation Rights

The Company has only issued one class of Shares, which all rank equally in the event of liquidation. Once all the liabilities of the Company are satisfied, a liquidator may, with the authority of a special resolution of shareholders, divide the whole or any part of the remaining assets of the Company. The liquidator can with the sanction of a special resolution of the Company's shareholders vest the whole or any part of the assets in trust for the benefit of the shareholders as the liquidator thinks fit, but no shareholder of the Company can be compelled to accept any Shares or other securities in respect of which there is any liability.

Shareholder Liability

As the Shares under the Prospectus are fully paid Shares, they are not subject to any calls for money by the Directors and will therefore not become liable for forfeiture.

Alteration to the Constitution

The Constitution can only be amended by a special resolution passed by at least three quarters of shareholders present and voting at the general meeting. At least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given.

Listing Rules

If the Company is admitted to the Official List of the ASX, then despite anything in the Constitution of the Company, if the Listing Rules prohibit an act being done, the act must not be done. Nothing in the Constitution prevents an act being done that the Listing Rules require to be done. If the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be). If the Listing Rules require the Constitution to contain a provision or not contain a provision, the Constitution is deemed to contain that provision or not contain that provision (as the case may be). If a provision of the Constitution is or becomes inconsistent with the Listing Rules, the Constitution is deemed not contain that provision to the extent of the inconsistency.

11.4 Rights to the Options on issue

The following are rights attaching to all the Options on issue including Vendor Options, Broker Options and Executive Options:

• (a) No monies will be payable for the issue of Options.
• (b) A certificate or issuer statement will be issued for the Options.
• (c) The Options shall expire on 30 November 2006 ("Expiry Date").
• (d) Subject to condition (l) each Option shall carry the right in favour of the Option holder to subscribe for one fully paid ordinary share in the capital of the Company ("Share"). Options may be exercised at any time during the period commencing from the date of the grant and ending on the expiry date.
• (e) Subject to condition (I) the Shares allotted to Option holders on exercise of the Options shall be issued at a price of 30 cents each (Exercise Price").
• (f) Subject to condition (I) the Exercise Price of Shares the subject of Options shall be payable in full on the exercise of the Options.
• (g) Options shall be exercisable by:

(i) the delivery to the registered office of the Company of a notice in writing stating the intention of the Option holder to exercise all or a specified number of Options; and

(ii) payment of the subscription monies in full for the exercise of each Option.

• (h) The Company shall allot the resultant Shares and deliver the holding statement within 5 business days of the exercise of the Option.
• (i) The Options are freely transferable.
• (i) No application will be made by the Company for the Options to be quoted on the ASX.
• (k) Shares allotted pursuant to an exercise of Options shall rank, from the date of allotment, equally with existing ordinary fully paid Shares of the Company in all respects.
• (I) If the Company is listed on ASX and makes a pro-rata issue (except a bonus issue) to the holders of ordinary shares, the exercise price of each option shall be amended in accordance with the formula contained in the Listing Rules of the ASX.

• (m) In the case of a bonus issue the number of Shares over which the Option is exercisable shall be increased by the number of Shares which the Option would have received if the Option had been exercised before the record date for the bonus issue.

• (n) In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the authorised or issued capital of the Company, the number of Options or the Exercise Price or both shall be reconstructed (as appropriate) using the same mechanism as adopted in the Listing Rules.

• (o) The Options will not give any right to participate in dividends until Shares are allotted pursuant to the exercise of the relevant Options.
• (p) The Executive options are not exercisable unless the Company obtains official quotation of its shares on ASX.

11.5 Electronic Prospectus

Pursuant to Class Order 00/44, the ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus on the basis of a paper prospectus lodged with the ASIC and the issue of Shares in response to an electronic application form subject to compliance with certain provisions.

If you have received this Prospectus as an electronic prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please email the company at investor@alminerals.com.au and the Company will send you, free of charge, either a hard copy or a further electronic copy of the Prospectus or both.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the Prospectus and any relevant supplementary or replacement supplementary prospectus or any of those documents where replaced or altered. In such case, the Application monies received will be dealt with in accordance with section 722 of the Corporations Act.

11.6 Directors Interests

Except as set out below and disclosed in this Prospectus, no Director, (whether individually or in consequence of a Directors association with any company or firm or any material contract entered into by the company) has now, or has had, in the two year period ending on the date of this Prospectus, any interest in:

• (a) the formation or promotion of the Company; or
• (b) property acquired or proposed to be acquired by the Company in connection with its formation or
• promotion of the Offer: or
• (c) the Offer.

Except as set out below and disclosed in this Prospectus, no amounts of any kind (whether in cash or Shares or Options or otherwise) have been paid or agreed to be paid to any Director or to any Company or firm with which a Director is associated to induce him or her to become, or qualify as, a Director, or otherwise for services rendered by him or her or any company or firm with which the Director is associated in connection with the formation or promotion of the Company or the Offer.

• 1. Mr John Williams has received a remuneration of \$69,778 for acting in his position as Managing Director in the period from incorporation to the date of this Prospectus, in addition Mr Williams entered into a service agreement with the Company for a period of three years from the date of Official Quotation and will receive an annual remuneration totalling \$165,000 inclusive of director's fees and superannuation. Mr Williams his wife. Debbie Lynne Williams and the Company have entered into an agreement to acquire all the issued shares in Desert Exploration Pty Ltd. Mr Williams and his wife will receive 7,500,000 Shares and 7,500,000 Vendor Options as consideration. Please see Section 11.2 for a summary of these material contracts.
• 1. Mr Roy Dudney has been paid an amount of \$20,965 for the provision of office space to the Company for the period from incorporation to the date of this Prospectus. During the financial year ended 30 June 2003 Mr Dudney advanced the Company \$80,000 for ordinary working capital, the loan is unsecured repayable on demand and attracting interest at a commercial rate.
• 1. Directors fees in total have been set at \$100,000 to be distributed by the Board as they see fit.
• 1. Mr Michael Hunt has been issued 1,000,000 Executive Options. Please see Section 11.4 for a summary of the Executive Options.
• 1. Mr John Williams and Mr Roy Dudney were issued 3,333,334, and 3,333,332 ordinary fully paid shares respectively, on 5th July, 2002 for their efforts in forming and promotion of the Company.
• 1. Mr Peter Thomas has received 50.000 ordinary fully paid shares in the Company for Accounting services.

11.7 Shareholding Qualifications

The Directors are not required to hold any shares in the Company under the Constitution of the Company.

11.8 Remuneration of Directors

The Constitution of the Company provides the non-executive Directors may collectively be paid remuneration for their services as a fixed sum not exceeding a maximum from time to time determined by the Company in general meeting. The current limit is \$100,000.

As at the date of this Prospectus, no non executive Directors fees have been paid or become payable. For the current financial year ending 30 June 2004 it is expected that the total of Directors fees will be \$80,000 and will not exceed \$100,000 per annum for the financial year ending 30 June 2005. A Director may be paid fees or other amounts as the Directors determine when a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a director. A non executive Director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties.

11.9 Directors' Holdings

Prior to the lodgement of this Prospectus with ASIC, the Directors have a relevant interest in the following securities of the Company:

Director	Ordinary Shares	Options
Roy Dudney	3.333.332
John Williams (a)	10.833.334	7.500.000
Peter Thomas	939.334
Michael Hunt		1.000.000
	15.106.000	8.500.000

(a) The total shares and options shown for Mr Williams include 7,500,000 ordinary shares and 7,500,000 options which will be issued on admission to the Official List of the ASX.

11.10 Interests of Named Persons

Except as disclosed in this Prospectus, no expert, promoter or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of the Prospectus, nor any firm in which any of those persons is or was a partner nor any company in which any of those persons is or was associated with, has now, or has had, in the 2 year period ending on the date of this Prospectus, any interest in:

• the formation or promotion of the Company; or
• property acquired or proposed to be acquired by the Company in connection with its formation or
• promotion or the Offer; or
• the Offer.

Except as disclosed in this Prospectus, no amounts of any kind (whether in cash, Shares, Options or otherwise) have been paid or agreed to be paid to any expert, promoter or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of the Prospectus, or to any firm in which any of those persons is or was a partner or to any company to which any of those persons is or was associated with, for services rendered by that person in connection with the formation or promotion of the Company or the Offer.

Price Sierakowski have prepared the Solicitors Report included in this Prospectus and acted as solicitors to the Offer and have been involved in undertaking due diligence enquiries for the preparation of the Prospectus and providing legal advice to the Company in relation to the Offer. In respect of this work, the Company will pay them approximately \$30,000 for those services.

RSG Global has prepared the Independent Report on Geology and Exploration and included in this Prospectus. In respect of this work, the Company has agreed to pay RSG Global approximately \$25,000.

K Westaway and Associates Chartered Accountants have acted as Independent Accountant to the Offer and in that capacity have prepared the Independent Accountants Report included in this Prospectus. In respect of this work, the Company will pay approximately \$5,000. K Westaway and Associates Chartered Accountants have also acted as auditors to the Company and have been paid approximately \$4,000 for rendering these and other accounting services.

Montagu are the Sponsoring Broker to the issue and will be paid a fee of approximately \$20,000 plus 5% of the value any Application bearing its stamp. Montagu will also receive 1,000,000 Brokers Options. For a summary of the Brokers Options please see Section 11.4

Montagu Corporate are providing corporate advice to the Company and will be paid a fee of \$20,000 for professional services.

11.11 Consents

The following persons have given their written consent to be named in this Prospectus and have not withdrawn such consents before lodgement of this Prospectus with ASIC.

• (a) K Wastaway and Ascociates Chartered Accountants has consented to heing named as Indenendant Accountants to the Offer and to the inclusion of its Independant Accountants Report (in the form and content in which they appear) in this Prospectus. K Westaway and Associates has not authorised or caused the issue of the Prospectus and takes no responsibility for any part of the Prospectus other than the references to its name.
• (b) Price Sierakowski has consented to being named as Solicitors to the Company and to the inclusion of its Solicitors Report and Summary of Material Contracts in Section 11.2 (in the form and content in which they appear) in this Prospectus. Price Sierakowski has not authorised or caused the issue of the Prospectus and takes no responsibility for any part of the Prospectus other than the references to its name.
• (c) Montagu Corporate Pty Ltd. has consented to being named as Corporate Advisor to the Offer in this Prospectus. Montagu Corporate has not authorised or caused the issue of the Prospectus and takes no responsibility for any part of the Prospectus other than the references to its name.
• (d) Montagu Stockbroking Pty Ltd has consented to being named as Sponsoring Brokers to the Offer in this Prospectus. Montagu Stockbroking has not authorised or caused the issue of the Prospectus and takes no responsibility for any part of the Prospectus other than the references to its name.
• (e) RSG Global Pty Ltd has consented to being named in the Prospectus, as the Independent Consulting Geologist for the Company and to inclusion of its Independent Consulting Geologist's Report and all statements referring to that Report or matters derived from that Report in this Prospectus in the form and context in which they are included. RSG Global has not authorised or caused the issue of the Prospectus and takes no responsibility for any part of the Prospectus other than the references to its name.
• (f) Computershare Investor Services Pty Ltd has given and has not withdrawn its written consent to being named in the corporate directory of this Prospectus as share registry to the Company and elsewhere in the form and context in which it is named. Computershare Investor Services Pty Ltd was not involved in the preparation of this Prospectus and did not cause the issue of this Prospectus and takes no responsibility for any material omission from this Prospectus.

11.12 Costs of the Issue

	Expenditure on minimum	Expenditure on full subscription
Independent Expert Reports
Geologists	25,000	25,000
Accountants	5.000	5.000
Solicitors	30.000	30,000
Corporate advisory costs	20,000	20,000
Printing and associated costs	25.000	25,000
Other	25,000	25,000
Sponsoring broker fee	20,000	20,000
Broker placement Commissions
(assuming all applications from Brokers)	125.000	175,000
	275,000	325,000

11.13 Documents Available for Inspection

Copies of the following documents are available for inspection during normal office hours, free of charge at the Company's registered office, for a period of 12 months from the date of the Prospectus:

• Constitution of the Company;
• Material Contracts; and
• The consents referred to in the Prospectus.

11.14 Directors Responsibility Statement and Consent

The Directors state that they have made all reasonable enquiries and on that basis have reasonable grounds to believe that any statements made by the Directors in this Prospectus are not misleading or deceptive. In respect to any statements made in the Prospectus by persons other than Directors, the Directors have made reasonable enquiries and on that basis have reasonable grounds to believe that persons making the statements were competent to make such statements, those persons have given their consent to the statements being included in this Prospectus in the form and context in which they are included and have not withdrawn that consent before lodgement of this Prospectus with ASIC.

The Prospectus is prepared on the basis that certain matters may be reasonably expected to be known to likely investors or their professional advisers.

Each Director has consented to the lodgement of this Prospectus with the ASIC and has not withdrawn that consent. This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors. This Prospectus has been signed by John Williams on behalf of the Directors.

Dated 31st October 2003

John Williams Managing Director

12. Key Definitions

"Applicant" means a person who submits an Application Form under this Prospectus.

"Application" means an application for Shares. "Application Form" means the application form contained in or accompanying this Prospectus. "ASX" means the Australian Stock Exchange Limited (ABN 98 008 624 691). "ASIC" means the Australian Securities and Investments Commission. "Board" means the board of directors of the Company. "BrightStar" and "BrightStar Gold Project" means EL38/970, ELA38/1517, ELA38/1523, MLA38/968 "Broker Options" means 1,000,000 Options issued to Montagu on the terms and conditions set out in Section 11.2 of this Prospectus. "Closing Date" means the date on which the Offer closes. "Company" or "A1" means Al Minerals Limited ACN 100 727 491. "Constitution" means the constitution of the Company. "Corporations Act" means the Corporations Act 2001 of Australia "DesertEx" means Desert Exploration Pty Ltd ACN 065 110 698. "DesertEx Sale Agreement" means the agreement described in Section 11, 2 of this Prospectus. "Directors" means directors of A1. "Executive Options" means 1,000,000 Options to be issued to Mr Michael Hunt on the terms and conditions set out in Section 11.4 of this Prospectus. "Issue" means the issue, pursuant to this Prospectus of up to 17,500,000 Shares at 20 cents each to raise \$3,500,000. "Listing Rules" means the Official Listing Rules of the ASX. "Montagu" or "Sponsoring Broker" means Montagu Stockbroking Pty Ltd (ABN 46 009 368 432). "Montagu Corporate" means Montagu Corporate Pty Ltd (ABN 31 009 195 019).

"Narnoo and Narnoo Project" means ELA39/981, ELA39/982, ELA 39/985.

"Offer" means the invitation to apply for Shares under this Prospectus.

"Official List" means the official list of the ASX.

"Official Quotation" means official quotation by ASX in accordance with the Listing Rules.

"Opening Date" means the first date for receipt of completed Application Forms which is 9:00AM WST on 7 November 2003.

"Options" means the Vendor Options, Broker Options and Executive Options to acquire a Share issued to the parties referred to in Section 11.11 on the terms and conditions set out in Section 11.4 of this Prospectus

"Prospectus" means this Prospectus dated 24 October 2003 for the Offer

"SCH Business Rules" means the business rules of the Securities Clearing House and any other rules of ASX Settlement and Transfer Corporation Pty Ltd which applies to the Company.

"Shares means an ordinary fully paid Share in the capital of the Company.

"Sponsoring Broker Agreement" means the letter of agreement dated 12 September 2003 and described in Section 11.2 of this Prospectus.

"Vendor Options" means the 7,500,000 Options issued to Mr John Williams and Ms Debbie Lynne Williams pursuant to the DesertEx Sale Agreement and otherwise on the terms and conditions set out in Section 11.4 of this Prospectus,

13. Application Form

Applicants should read this Prospectus in its entirety before completing this form. A person who gives another person access to this Application Form, must at the same time and by the same means give that person access to the Prospectus.

A1 MINERALS LIMITED

ABBUCATION FOR CUARES

ACN 100 727 491

nust at the spectus.
	Licenced Security Dealer's Stamp
Broker Code
Advisors Code

For the offer of Shares at an issue price of \$0.20 per Share in A1 Minerals Limited.

Please use BLOCK LETTERS - refer to reverse side for instructions on completing this form. Applications must be for a minimum of 10,000 Shares (\$2,000) and thereafter multiples of 1,000 Shares.

		I. APPLICATIUN FUK JAAKEJ
	I/ We apply for		Shares at \$0.20 per Share.
		I/ We lodge in full the application moneys of	A 5	.00
2.	TITLE		GIVEN NAMES OR COMPANY NAMES	SURNAME/ACN/ABN
3.	TITLE			JOINT APPLICANTS OR DESIGNATED ACCOUNT EG.
4.		TAX FILE NUMBER or EXEMPTION CATEGORY	(First Applicant)	CHESS HIN (if applicable)
5.	FULL ADDRESS		(Second Applicant)
	SUBURB/CITY/TOWN:		STATE:	POSTCODE:
6.	CONTACT DETAILS
	CONTACT NAME:		TEL (HM):	TEL (WK):
			FAX:	EMAIL:

PAYMENT DETAILS - All cheques should be made payable to "A1 Minerals Limited Share Offer" and crossed " Not Negotiable" 7.

DRAWER:	BANK:	CONTRACTOR BRANCH:	AMOUNT OF CHEQUE AS:
DRAWER:	BANK.	BRANCH:	AMOUNT OF CHEQUE A\$:
		TOTAL AMOUNT

8. DECLARATION

By lodging this application form and a cheque for the application money I/We hereby:

• a) apply for the number of Shares specified in the Application Form or such lesser number as may be allocated by the directors.
• b) agree to be bound by the Constitution of the Company and;
• c) authorise the directors to complete or amend this Application Form where necessary to correct any errors or omissions.

By lodging this Application Form I/We declare that this Application is completed and lodged according to the Prospectus and that all statements made by me/us are complete and accurate.

In the event that I/We receive this Prospectus electronically via the internet, I/We declare that I/We have received this Prospectus personally, or a printout of it, accompanied by or attached to this Application Form prior to applying for Shares. I/We acknowledge that the Corporations Act prohibits any person from passing on to another person this Application Form unless it is attached to or accompanied by the complete an unaltered version of this Prospectus.

Instructions

This application is for Shares in A1 Minerals Limited and is subject to the terms and conditions as set out in the Prospectus dated 31 October $2003$

1. Application for Shares

To calculate application money due, multiply the number of Shares that have been applied for by \$0.20. Please forward completed Application Form and cheque to: A1 Minerals Limited, c/- Computershare Investor Services Pty Limited Level 2, Reserve bank Building 45 St Georges Terrace Perth Western Australia 6000

2. Name of Applicant

Write the applicant's FULL NAME in Item 2. This must be either an individuals name or the name of a company, if a company, please also include its ACN/ABN. Note that ONLY legal entities are allowed to hold securities and therefore Application Forms must be in the name(s) of a natural person(s), company, or other legal entity acceptable to the Company.

If an Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted. Any decisions of the Directors as to whether to accept an Application Form, and how to construe, amend or complete it, shall be final. An Application Form will not nowever, be treated as having offered to subscribe for more Shares than is indicated by the amount of the accompanying cheque for the application monies referred to in Item 1.

3. Ioint Applicants and/or Account Designations

If JOINT APPLICANTS are applying or an ACCOUNT DESIGNATION is required complete Items 2 & 3.

TYPE OF INVESTOR	CORRECT FORM OF REGISTRABLE TITLE	INCORRECT FORM OF REGISTRABLE TITLE
Individual Use given names, not initials	John Alfred Smith	IA Smith
Company Use Company title, not abbreviations	XYZ Pty Ltd	XYZ P/L XYZ Co
Trusts Use trustee(s) personal name(s), Do not use the name of the trust	Sue Smith	Sue Smith Family Trust
Deceased Estates Use executor(s) personal name(s)	Jane Smith	Estate of late John Smith
Partnerships Use partners' personal names, do not use the name of the partnership	John Smith and Michael Smith $\le$ John Smith and Son A/C>	John Smith and Son
Clubs/Incorporated Bodies/Business Names Use office bearer(s) personal name(s), Do not use. the names of the clubs etc	Michael Smith	XYZ Cricket Association
Superannuation Funds Use of name of trustee of fund, do not use the name of the fund	Jane Smith Pty Ltd $<$ Super Fund A/C $>$	Jane Smith Pty Ltd Superannuation Fund

4. Tax File Number or Exemption

An Applicant is not obliged to quote their Tax File Number ("TFN"). However in cases where no TFN is quoted, the Company must deduct tax from any dividends payable (to the extent that they are not franked) at the top personal marginal tax rate plus the Medicare levy.

5. Address

Enter the Applicant's postal address for all correspondence.

6. Contact Details

Please provide a contact name and daytime telephone number so that the Company can contact that Applicant if there is an irregularity regarding the Application Form.

7. Payment Details

Payment must be made in Australia currency by cheque or bank cheque drawn on an Australian bank. The amount of the cheque should agree with the amount shown in Item 1 of the Application Form. Cheques are to be made payable to "A! Minerals Ltd Share Offer" and should be crossed "Not Negotiable". Cash should not be forwarded.

ATEMINERALS LIMITED PROSPECTUS

This application must not be handed to any person unless accompanied by this Prospectus as required by Corporations Act 2001.

min d

$\tilde{\phantom{a}}$

This page left blank intentionally.