BRIGHTSTAR RESOURCES LIMITED — Capital/Financing Update 2005

Mar 13, 2005

ANNOUNCEMENT TO THE AUSTRALIAN STOCK EXCHANGE

MONDAY 14 MARCH 2005

The Manager Company Announcements Australian Stock Exchange Sydney, NSW

Dear Sir / Madam,

Please find attached an Appendix 3b applying for quotation of the recently announced placement of 4,482,758 ordinary fully paid shares in the Company. The placement was made to new sophisticated investors and has raised \$1,300,000. These funds will be applied immediately to the Company's ongoing 2005 exploration program.

In addition the Company has also provided notice under section 708A(5) of the Corporations Act 2001 and this Notice is attached to be released along with the Appendix 3b.

For recent announcements and further information please refer to our web site www.a1minerals.com.au.

Yours faithfully, On behalf of A1 Minerals Limited

Mark Pitts Company Secretary

Notice given under Section 708A(5) of the Corporations Act 2001

This notice is given by the Company under section 708A(5)(e) of the Corporations Act in relation to an issue of fully paid ordinary shares by the Company without disclosure to investors under Part 6D.2 of the Corporations Act.

As at the date of this notice, the Company has complied with:

• $(a)$ the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and
• $(b)$ section 674 of the Corporations Act.

The Company confirms that, as at the date of this notice, there is no information that:

• $(a)$ has been excluded from a continuous disclosure notice given to ASX in accordance with the ASX Listing Rules; and
• investors and their professional advisers would reasonably require for the purpose of making $(b)$ an informed assessment of:
• $(i)$ the assets and liabilities, financial position and performance, profits and losses and prospects of the company; and
• $(ii)$ the rights and liabilities attaching to fully paid ordinary shares,

to the extent to which it would be reasonable for investors and their professional advisers to expect to find such information in a disclosure document.

Yours faithfully. On behalf of A1 Minerals Limited

Mark Pitts Company Secretary

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

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

Name of entity

AI MINERALS LTD

ABN

44 100 727 491

We (the entity) give ASX the following information.

Part 1 - All issues

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

$\mathbbm{I}$ $\pm$ Class of $\pm$ securities issued or to be Ordinary issued

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

4,482,758

⁺ See chapter 19 for defined terms.

4	Do the securities rank equally in all respects from the date of allotment with an existing class of quoted *securities?	ASX	The ordinary shares to be issued rank equally in all respects with the existing ordinary fully paid shares of the Company currently quoted on
	If the additional securities do not rank equally, please state: the date from which they do which the extent to they participate for the next dividend, (in the case of trust. $\mathbf{a}$ distribution) or interest payment the extent to which they do not rank equally, other than - ìn relation to the next dividend, distribution or interest payment
5	Issue price or consideration	29 cents
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	2005 exploration program	The issue was undertaken to increase the depth of the Share Register and to fund the active
7	Dates of entering *securities into uncertificated holdings or despatch of certificates	15 March 2005
			*Class
8	Number *elass of all and	Number 31,210,675	ORD.
	*securities quoted ASX. on (including the securities in clause 2 if applicable)

$+$ See chapter 19 for defined terms.

	Number	* Class
all *class οf Number and	14,607,974	ORD
*securities not quoted on ASX Shares	subject to
(including the securities in clause )	escrow
2 if applicable)	9,500,000	Options
	subject Options to
	escrow

Dividend policy (in the case of a $\left[\text{trust, distribution policy}\right)$ on the increased capital (interests) $10\,$

_________

Part 2 - Bonus issue or pro rata issue

$\mathbf{1}$	holder security approval Is. required?
12	Is the issue renounceable or non- renounceable?
13	Ratio in which the "securities will be offered
14	Class of securities to which the offer relates
15	*Record determine date to entitlements
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
17	Policy for deciding entitlements in relation to fractions
18	Names of countries in which the entity has *security holders who will not be sent new issue documents
	Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.
19	Closing date for οf receipt acceptances or renunciations

⁺ See chapter 19 for defined terms.

Appendix 3B New issue announcement

20.	Names of any underwriters
21	Amount of any underwriting fee or commission
22.	Names of any brokers to the issue
23	Fee or commission payable to the broker to the issue
24	any handling Amount of fee payable to brokers who lodge acceptances or renunciations on behalf of *security holders
25.	If the issue is contingent on "security holders' approval, the date of the meeting
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled
27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
28.	Date rights trading will begin (if applicable)
29	Date rights trading will end (if applicable)
30	How do *security holders sell their entitlements in full through a broker?
31	How do "security holders sell part of their entitlements through a broker and accept for the balance?

$+$ See chapter 19 for defined terms.

32 How do *security holders dispose of their entitlements (except by sale through a broker)?

33 *Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities $(iick one)$
• $(a)$

Securities described in Part 1

$(b)$

All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

If the "securities are "equity securities, the names of the 20 largest holders of the additional "securities, and the number and percentage of additional "securities held by those holders

If the *securities are *equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ $5,001 - 10,000$ 10,001 - 100,000 100,001 and over

37

A copy of any trust deed for the additional *securities

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• 38 Number of securities for which ⁺quotation is sought
• 39 Class of *securities for which quotation is sought
• Do the *securities rank equally in all 40 respects from the date of allotment with an existing ⁺class of quoted *securities?

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

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

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

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

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

Number	+ Class

⁺ See chapter 19 for defined terms.

Quotation agreement

• $\mathbf{I}$ *Ouotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the *securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those *securities should not be granted *quotation.
• An offer of the "securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any *securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the "securities be quoted.
• We warrant that if confirmation is required under section 1017F of the $\bullet$ Corporations Act in relation to the *securities to be quoted, it has been provided at the time that we request that the *securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the "securities be quoted.

$\overline{\text{+ See chapter 19}}$ for defined terms.

• $\overline{3}$ We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before "quotation of the "securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

$ln\zeta$

(Director/Company secretary)

Sign here:

14 March 2005

Mark Pitts

Print name: .......................................

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⁺ See chapter 19 for defined terms.