BRIGHTSTAR RESOURCES LIMITED — Capital/Financing Update 2005

Nov 30, 2005

01 December 2005

Dear Shareholder

PURCHASE UP TO A FURTHER 20,000 SHARES AT A 15% DISCOUNT.

THIS IS AN EXCLUSIVE OFFER ONLY TO EXISTING SHAREHOLDERS

WITH NO BROKERAGE OR COMMISSIONS

Under a Share Purchase Plan (SPP), the Board of A1 Minerals Limited (A1) is pleased to offer existing shareholders the opportunity to acquire up to 20,000 new ordinary fully paid shares in the Company at a discount price to market, with no associated costs in brokerage and commission.

The subscription price for each share will be 25 cents, representing an approximate 15% discount to the volume weighted average trading price of the Company's shares on the Australian Stock Exchange (ASX) during the five trading days immediately prior to the date of the announcement of the issue.

On 19 October 2005, A1 Directors announced the first JORC resource statement for the BrightStar Gold Project, The total current Mineral Resource stands at 2.34 million tonnes @ 4.1 g/t for 311,000 ounces using a 1 g/t lower cut-off. The Mineral Resource includes a near surface component (less than 100 metres depth) of 1,382,400 tonnes @ 3.35 g/t (1 g/t lower cut), plus 304,300 tonnes @ 10.3 g/t inferred resource beyond 100 metres depth (3 g/t lower cut Beta, 5 g/t lower cut Alpha).

Globally, there is an increase in support for gold and the price recently breached more than \$US500. The Australian gold price is also at a record high of around \$A670, adding \$A100 in the last four months, significantly increasing the value of the BrightStar Gold Project. Shareholders are well positioned to benefit from the outcome of the BrightStar feasibility studies and the Company's desire to become a high quality, boutique gold miner in the gold rich Laverton District of Western Australia.

Both BrightStar deposits (Alpha and Beta) show good economics; mineralisation commences at surface meaning early cash flows; higher than average grades indicate increased profitability; close proximity to existing gold plants and with granted Mining Leases covering both deposits and an agreement with Native Title holders relating to Aboriginal site survey, auger well for an early mining start up. Both have underground mining potential with economically significant grades beyond 200 metre depths giving project longevity.

Following the announcement of the resource statement, the Company commenced a pre-feasibility study on the BrightStar Gold Project to evaluate all development options. The funds raised from the share issue will be used towards the completion of pre-feasibility and feasibility studies on the Project, including further drilling as required to progress the Project to mining.

Suite 34 : 25 Walters Drive : Osborne Park : Western Australia : 6017 Telephone (618) 9244 1400 : Facsimile (618) 9244 1600 : ASX Code AAM Email info@a1minerals.com.au website www.a1minerals.com.au ABN 44 100 727 491

The issue will be limited to 14,000,000 shares to raise a possible \$3.5 million. These levels assume that the majority of shareholders participate in the SPP, purchasing up to the maximum of \$5,000 (20,000 shares) per holder.

An example of how the funds will be spent is illustrated below:

Description	Expenditure
Feasibility studies and Drilling Requirements	3,130,000
Working Capital	365.000
Offer Expenses	5,000
Total	\$3,500,000

The figures shown are based on the maximum of 14,000,000 shares being issued under the SPP. Where a lesser amount is raised, the funds spent on exploration will be reduced to ensure the Company has sufficient working capital to meet its objectives.

Attached to this letter are the SPP terms and conditions, together with an application form which should be completed and returned with your payment in the enclosed reply paid envelope, before the 20 December 2005.

The indicative timetable for the offer is as follows:

Entitlement Date (Record Date) SPP Offer Closing Date Issue of Shares and Dispatch of Holding Statements

	01 December 2005
	20 December 2005
	23 December 2005

I invite you to participate in this exclusive offer and share the success of A1 moving from explorer to gold miner.

For further information please contact myself or Company Secretary Mark Pitts, on 08 9244 1400 or by emailing us at info@a1minerals.com.au

Yours faithfully

John Williams Managing Director

Suite 34: 25 Walters Drive: Osborne Park: Western Australia: 6017 Telephone (618) 9244 1400 : Facsimile (618) 9244 1600 : ASX Code AAM Email info@a1minerals.com.au website www.a1minerals.com.au ABN 44 100 727 491

A1 MINERALS LIMITED SHARE PURCHASE PLAN

The Australian Securities and Investments Commission (ASIC) through Policy Statement 125 and Class Order 02/831, determined that offers of shares to existing shareholders are exempt from the requirements to issue a prospectus if certain requirements are met.

Broadly these requirements are that:

• Any offer is made only to registered shareholders of the Company where it is lawful and practical to do so;
• The offer to each registered shareholder amounts to no more than \$5,000 in any consecutive 12 month period; $\bullet$
• The offer is made to each registered shareholder on the same terms and conditions;
• The offer is non-renounceable: and
• The offer is made at a discount to market price as at the date of the offer.

Terms and Conditions

The terms and conditions of the Share Purchase Plan (SPP) are set out below.

The Offer

The SPP enables all shareholders, irrespective of the size of their shareholding, to purchase up to \$5,000 worth of ordinary fully paid shares in the Company at a discount to market price, with no associated costs of brokerage, commission and stamp duty. The SPP provides smaller shareholders with the opportunity to increase their holdings into more meaningful and financially viable parcels of shares.

The offer to participate under the SPP is non-renounceable and therefore you are not permitted to transfer your right to subscribe for shares under the SPP. Participation in the SPP is entirely optional and is subject to the terms and conditions specified in this letter and on the enclosed Application Form.

The requirements of ASX listing rule 7.1 are exempted provided the number of shares to be issued under the SPP is limited to 30% of the issued capital in any 12 month period. The Directors do not anticipate that the number of shares to be issued under this SPP will exceed the limit.

Eligibility

The offer is open to all shareholders who are registered as holders of fully paid ordinary shares in the Company at 5.00pm Western Standard Time on 1 December 2005 ("the Record Date") and whose address as recorded in the register is in Australia or in any other jurisdiction within which it is lawful and (in the opinion of the Company) practical for the Company to offer shares under the SPP.

Where a member is expressly noted on the register as a trustee or nominee on account of another person ("Beneficiary") the Beneficiary will be deemed to be the Eligible Shareholder and any relevant acceptance of the offer and issue of the shares will be made by or to the Beneficiary.

Suite 34: 25 Walters Drive: Osborne Park: Western Australia: 6017 Telephone (618) 9244 1400 : Facsimile (618) 9244 1600 : ASX Code AAM Email info@a1minerals.com.au website www.a1minerals.com.au ABN 44 100 727 491

Subscription Price

The subscription price under this SPP will allow the purchase of new ordinary shares at 25 cents which represents a 15% discount to the volume weighted average price for the 5 business days immediately preceding the announcement date, to a maximum of \$5,000 per shareholder.

How much can be invested

Eligible shareholders may apply for shares from a minimum value of \$1.000 up to a maximum of \$5.000.

Rights attaching to shares

The rights and obligations of the shares are contained in the constitution of the Company (which is available for inspection at the registered office of the Company during the period of the offer). The shares will be issued on the same terms and conditions as all other ordinary shares in the Company and the Company will apply for the shares to be quoted on the ASX.

How to Participate in this Offer

This offer is not a prospectus and does not require disclosure for the purposes of Chapter 6D of the Corporations Act 2001. The market price of A1's shares currently on issue may change between the date of the offer and the date of issue of the new shares under the SPP. You must rely on your knowledge of A1, previous disclosures made by A1 to the ASX and if necessary, consult your professional adviser when deciding whether or not to accept the offer and participate in the SPP.

In order to apply for shares under the offer, complete the enclosed application form in accordance with the instructions and forward, together with your cheque, to A1's share registry in the reply-paid envelope provided. All amounts in this offer are expressed in Australian dollars.

Completed application forms and full payment must be received by A1's share registry no later than 5.00pm Western Standard Time on 20 December 2005.

Timetable

The indicative timetable for the offer is as follows:

Entitlement Date (Record Date)	01 December 2005
SPP Offer Closing Date	20 December 2005
Issue of Shares and Dispatch of Holding Statements	23 December 2005

Suite 34: 25 Walters Drive: Osborne Park: Western Australia: 6017 Telephone (618) 9244 1400 : Facsimile (618) 9244 1600 : ASX Code AAM Email info@a1minerals.com.au website www.a1minerals.com.au ABN 44 100 727 491

Shareholder Share Purchase Plan Offer and Acceptance Form

Offer Closes 5.00pm (WST) 20 December 2005

$...$ DPID $...$

< BARCODE OF SRN / HIN > Record Date: 1 December 2005 Holder Identification Number (HIN): X0000000000

This is an offer to eligible shareholders to subscribe for additional shares in A1 Minerals Limited (A1) under the Terms and Conditions of the A1 Shareholder, Share Purchase Plan (SPP), as set out in the accompanying letter from the Managing Director.

The issue price for the shares under the SPP will be 25 cents, which represents a 15% discount to the volume weighted average price for the 5 business days immediately preceding the announcement of the SPP, to a maximum of \$5,000 per shareholder.

Eligible shareholders can choose to invest in one of five alternatives: \$1,000, \$2,000, \$3,000, \$4,000 or \$5,000.

The shares offered under the SPP are a speculative investment. Accordingly, the Board recommends you obtain your own financial advice in relation to the offer.

The maximum number of ordinary shares that can be allotted to each shareholder (being \$5,000 of Shares under the Plan in any 12 month period) will apply even if a shareholder received more than one offer (whether in respect of a joint holding or because the shareholder has more than one holding under separate share accounts). A1 reserves the right to reject any application where this rule has not been complied with.

By accepting the Offer, you agree to be bound by the Terms and Conditions of the A1 Shareholder Share Purchase Plan and the Constitution of A1 Minerals Limited.

Application for Shares

I/we being the above mentioned, being registered as ordinary shareholder(s) in A1 Minerals Limited as at the record date of 1 December 2005, do hereby apply for the number of ordinary shares in A1 Minerals Limited, as indicated below at an issue price to be determined as above, issued in accordance with the Terms and Conditions of the A1 Minerals Limited Shareholder Share Purchase Plan. I/we confirm that the total cost of shares purchased by us (including through joint holding(s), multiple share accounts or any holding in which I/we have a beneficial interest/s) does not exceed \$5,000 in accordance with the Applicants Certification and Confirmation.

To participate in the Shareholder Share Purchase Plan shareholders must select only one of the following options. Please mark the selected box.

Please complete the following cheque payment details:

Drawer	Bank	Branch or BSB	Amount

Cheques should be made payable to "A1 Minerals Limited" and crossed "Not Negotiable".

Telephone number where we may contact you during business hours (

Contact Name

If you have any questions regarding the Share Purchase Plan or how to deal with this Offer, please contact your stockbroker or professional adviser or the Company.

Return this form and cheque in the enclosed business reply paid envelope provided, or forward to Computershare Investor Services Pty Limited, GPO Box D182, Perth WA 6840

A PURCHA CONTRACT DE L'ANTIGNATION DE L'ANTIGNATION

• By lodging this Entitlement and Acceptance Form you certify that the aggregate of the application price for the following does $\overline{1}$ not exceed \$5,000:
• (a) the A1 ordinary shares that are the subject of this application; and
• (b) any other A1 ordinary shares applied for by you under the SPP (or any similar arrangement in the 12 months prior to the application), whether:
  • $(i)$ in your own right, or
  • $(ii)$ jointly with one or more persons, or
  • in your capacity as a beneficiary (as defined below), $(iii)$

but not including in your capacity as a trustee or nominee where it is expressly noted on A1's register of members that your shareholding is held on account of another person.

If 2 or more persons are recorded in the register of members as jointly holding the A1 shares to which this entitlement relates, this certificate is taken to be given by each joint holder in respect of him/her/itself.

If a trustee or nominee is expressly noted on A1's register of members as holding the shares to which this entitlement relates on account of another person (the "beneficiary"), this certification and confirmation is taken to be given by the beneficiary in respect of him/her/itself (and not the trustee or nominee).

2...... By lodging this form with your cheque you confirm that you have read, understood and agreed to the terms and conditions of the Plan.

N RICHARD AND THE REAL PROPERTY

• The terms and conditions of the Shareholder Share Purchase Plan in the enclosed letter should be read carefully.
• Applications will be processed on first received, first accepted basis.
• Payments may only be made by cheque or bank draft in Australian dollars and drawn on an Australian branch of a financial institution.
• Cheques or bank drafts are to be made payable to: "A1 Minerals Limited" and crossed with "Not Negotiable".
• Cheques will be deposited on their day of receipt. Sufficient cleared funds should be held in your account as your acceptance may be rejected if your cheque is dishonoured. Receipts for payment will not be issued.
• Cash payments will not be accepted via the mail or at Computershare.
• If you wish to accept this offer please return this entitlement and acceptance form duly completed together with a cheque for the subscription amount, in the envelope provided, by 5.00pm 20 December 2005.
• A1 Minerals Limited may reject an acceptance of this offer, in its absolute discretion, if this form is not completed in accordance with this offer, is incomplete or if the exact amount payable is not tendered with this form.

Receipt by A1 Minerals Limited of this form duly completed, together with the full subscription amount, will constitute acceptance in accordance with the terms and conditions of the Shareholder Share Purchase Plan and the constitution of A1 Minerals Limited by the shareholder named on this form. A signature on this form is not required.

This offer is not renounceable and as such may only be transferred after the shares are allotted.

OUESTIONS AND CONTACT DETAILS

If you have any questions regarding the Share Purchase Plan or how to deal with this Offer, please contact our Share Registry on 1300 557 010

Addresses:

By Post	By Hand
A1 Minerals Limited	A1 Minerals Limited
C/- Computershare Investor Services Pty Limited	C/- Computershare Investor Services Pty Limited
GPO Box D182	Level 2
Perth, Western Australia 6840	45 St Georges Terrace
	Perth, Western Australia 6000

Offer Closes 5.00pm (WST) 20 December 2005