BRIGHTSTAR RESOURCES LIMITED — Capital/Financing Update 2006

Nov 22, 2006

23 November 2006

THE MANAGER COMPANY ANNOUNCEMENTS AUSTRALIAN STOCK EXCHANGE SYDNEY NSW 2000

Dear Sir / Madam.

Non Renounceable Entitlement Issue

The Directors are pleased to announce a non renounceable pro rata Offer entitlement issue of up to 29,931,325 New Shares at a an issue price of 19.5 cents each on the basis of 1 New Share for every 2 Shares held at the Record Date to raise up to \$5,836,608.

In addition for every 2 New Shares issued, including any Additional Shares acquired as part of the Offer, the holder will receive 1 New Option exercisable at 25 cents on or before 30 November 2008.

It is the Directors intention to apply for quotation of the options.

The Issue is partially underwritten by Intersuisse Limited to a level of \$3,000,000.

Funds raised from the Issue will be used by the Company to address the following activities:

• to complete work on the feasibility study and enable final assessment of the development $\bullet$ and financing options available to the Company;
• secure long lead time items for plant construction;
• to meet planned expenditure on resource drilling to add to, upgrade and extend existing ۰ resources. Specifically adding to and upgrading resources at Beta (targeting the deeper high grade ore zones including underground), and the Company's North Laverton Tenements;
• to meet expenditure on exploration targets at Gamma and the newly acquired Ogilvies Mining Centre near Epsilon; and
• to provide additional general working capital.

Accordingly please find attached

• $(1)$ Prospectus dated 23 November 2006 for A1 Resources Limited's Non Renounceable Entitlement Issue of up to 29,931,325 New shares at 19.5 cents per share to raise a maximum of \$5,836,608. In addition for every 2 new shares issued the holder will receive one new option exercisable at 25 cents on or before 30 November 2008.
• $(2)$ Appendix 3B.
• $(3)$ A 'Notice Letter' to be despatched to shareholders containing all the information required in Appendix 3B.

Yours faithfully

MARK PITTS Company Secretary

A1 MINERALS LIMITED ACN 100 727 491

NON RENOUNCEABLE ENTITLEMENT ISSUE PROSPECTUS

FOR

A non renounceable pro rata Offer entitlement issue of up to 29,931,325 New Shares at a an issue price of 19.5 cents each on the basis of 1 New Share for every 2 Shares held at the Record Date to raise up to \$5,836,608.

In addition for every 2 New Shares issued, including any Additional Shares, the holder will receive 1 New Option exercisable at 25 cents on or before 30 November 2008.

The offer is partially underwritten for \$3,000,000 by Intersuisse Limited AFSL 246827.

THIS OFFER CLOSES AT 5,00PM WST ON 19 DECEMBER 2006 VALID ACCEPTANCES MUST BE RECEIVED BEFORE THAT TIME. Please read the instructions in this Prospectus and on the accompanying Entitlement and Acceptance Form regarding the acceptance of your entitlement.

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT SHOULD BE READ IN ITS ENTIRETY. IF YOU ARE IN DOUBT ABOUT WHAT TO DO, YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISER WITHOUT DELAY. THE SECURITIES OFFERED BY THIS PROSPECTUS ARE OF A SPECULATIVE NATURE.

IMPORTANT INFORMATION

This Prospectus is dated 23 November 2006 and was lodged with the ASIC on that date. The ASIC and ASX take no responsibility for the contents of this Prospectus.

No New Shares will be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. Securities issued pursuant to this Prospectus will be issued on the terms and conditions set out in this Prospectus.

This document is important and requires your immediate attention. Applicants should read this Prospectus in its entirety and in particular in considering the prospects for the Company, should consider the risk factors that could affect the financial performance of the Company before deciding to participate in the Issue. If after reading this Prospectus you have any questions about the Issue, you should contact your stockbroker, solicitor, accountant or professional adviser.

A copy of this Prospectus is available for inspection at the registered office of the Company at Suite 34, 25 Walters Drive Osborne Park, Western Australia, during normal business hours. The Company will provide a copy of this Prospectus to any person on request. The Company will also provide copies of other documents on request (see Section 6.4).

The Company will apply to ASX within 7 days of the date of this Prospectus for Official Quotation by ASX of the New Shares offered by this Prospectus.

The New Shares offered by this Prospectus should be considered speculative. Please refer to Section 4 for details relating to investment risks.

Applications for New Shares can only be submitted on an original Entitlement and Acceptance Form attached to and forming part of this Prospectus. The Entitlement and Acceptance Form sets out an Eligible Shareholder's entitlement to participate in the Issue.

Revenues and expenditures disclosed in this Prospectus are recognised exclusive of the amount of goods and services tax, unless otherwise disclosed.

No person is authorised to give any information or to make any representation in connection with the Offer described in this Prospectus which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offer.

No action has been taken to permit the offer of New Shares under this Prospectus in any jurisdiction other than Australia and New Zealand.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of those laws. This Prospectus does not constitute an offer of New Shares in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus.

The Company collects information about each Applicant provided on an Entitlement and Acceptance Form for the purposes of processing the application and, if the application is successful, to administer the Applicant's security holding in the Company.

By submitting a Form, each Applicant agrees that the Company may use the information provided by an Applicant on the Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the share registry, the Company's related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory authorities.

If you do not provide the information required on the Form, the Company may not be able to accept or process your application.

An Applicant has a right to gain access to the information that the Company holds about that person subject to certain exemptions under law. A fee may be charged for access. Access requests must be made in writing to the Company's registered office.

Directors

Michael Hunt	Non Executive Chairman
John Williams	Managing Director
Peter Thomas	Non Executive Director

Proposed Director (subject to election at AGM) Tim Hronsky Non Executive Director

Company Secretary

Mark Pitts

Principal and Registered Office

Suite 34, 25 Walters Drive Osborne Park Western Australia 6017 Telephone - 8 9244 1400 Facsimile - 8 9244 1600 Email: info@a1minerals.com.au Website: www.a1minerals.com.au

Solicitors*

Hunt and Humphry Project Lawyers Level 2, Hyatt Centre 20 Terrace Road East Perth, Western Australia 6004

Underwriter

Intersuisse Limited (AFSL 246827) Level 37, 530 Collins Street Melbourne, Victoria 3000 Telephone - 03 9629 8288 or 02 9233 2100

Australian Business Number 44 100 727 491

Share Registry*

Computershare Investor Services Pty Ltd Level 2, 45 St Georges Terrace Perth Western Australia 6000

Stock Exchange

The Company's securities are quoted on the Official List of Australian Stock Exchange Ltd. The home branch is Perth. ASX Code: AAM

* Name included for information purposes only.

PROPOSED TIMETABLE

Announcement of the Entitlement Issue	23 November 2006
Lodgement of Prospectus with ASIC and ASX	23 November 2006
Existing Shares quoted on an "ex" basis	28 November 2006
Record date for determining Entitlement	4 December 2006
Prospectus and Entitlement and Acceptance Form dispatched to Eligible Shareholders	5 December 2006
Closing date for receipt of Acceptances and Application monies	19 December 2006
Anticipated date for allotment and issue of New Shares	21 December 2006

* Subject to the Listing Rules, the Directors and the Underwriter reserve the right to extend the Closing Date for the Offer. Any extension of the Closing Date will have a consequential effect on the anticipated date for allotment and issue of the New Shares.

LETTER FROM THE CHAIRMAN

Dear Shareholder.

On behalf of the Directors of A1 Minerals Limited, I invite you to make a further investment in your Company.

The Company is pleased to offer all its Shareholders a non renounceable pro rata Offer entitlement issue of up to 29,931.325 New Shares at a an issue price of 19.5 cents each on the basis of I New Share for every 2 Shares held at the Record Date to raise up to \$5,836,608. In addition for every 2 New Shares issued, including any Additional Shares, the holder will receive 1 New Option exercisable at 25 cents on or before 30 November 2008. The pricing has been set at 19.5 cents to provide an incentive for all Shareholders to participate in the capital raising.

The Entitlement Issue is partially underwritten to an amount of \$3,000,000 which provides the Company with a minimum amount for planning purposes. In addition, the Directors have reserved the right to place the balance of any non underwritten shortfall to ensure the Company has the maximum amount of cash available when it is considering its development options in early 2007.

Since listing on the ASX nearly three years ago, the main objective of A1's Directors has been to establish a gold mine at BrightStar, near Laverton. As set out in our recent announcement updating the feasibility study, the Company believes it is now very close to that objective and is considering its options with respect to development of the BrightStar Gold Project.

Over the past twelve months the Company has greatly extended the size and grade of the BrightStar Gold Project. We now have JORC Compliant Resources totaling 6.2 million tonnes @ 3.1 g/t for 635,000 ounces of gold. In the current times of high cost mine development, it is significant that we have high grade gold.

We are undertaking this Offer to raise funds to enable completion of the feasibility study, including if necessary the extension and upgrading of resources; the commencement of mine development and the facilitation of mobile plant construction. The Directors are currently approaching debt financiers to put project finance in place and enable construction of the plant and associated infrastructure to commence on successful conclusion of the feasibility study.

The Director's are of the view that mobile treatment plant will enable the Company to best exploit the resources it has identified to date. We are focused on getting into production in 2007.

Accordingly, I encourage your participation in this Entitlement Issue. Should you wish to discuss any aspect of this capital raising please do not hesitate to contact the Managing Director John Williams, or the Company secretary, Mark Pitts on (08) 9244 1400.

Yours faithfully

Lael then

MICHAEL HUNT Non Executive Chairman

Offer at a glance

• $\checkmark$ A 1 for 2 non-renounceable entitlement offer at 19.5 cents per New Share to raise up to approximately \$5.83 million (before expenses of the Offer).
• $\checkmark$ In addition for every 2 New Shares issued. including any Additional Shares, the holder will receive 1 New Option exercisable at 25 cents on or before 30 November 2008.
• $\checkmark$ An invitation to apply for Additional Shares above your entitlement at 19.5 cents each.
• $\checkmark$ Offer closes at 5.00 pm Perth time on 19 December 2006.

Investment highlights

• $\checkmark$ Opportunity to acquire New Shares in A1 Minerals at 19.5 cents, at a discount of over 20% to the last trading price on 21 November 2006 plus for every 2 New Shares issued, including any Additional Shares. the holder will receive 1 New Option exercisable at 25 cents on or before 30 November 2008..
• $\checkmark$ Opportunity to invest in a gold explorer on the verge of a development decision.
• $\checkmark$ Funding will enable completion of the feasibility study,
• $\checkmark$ The potential extension and upgrading of existing resources.
• $\checkmark$ The commencement of mine development and the facilitation of mobile plant construction.

Risks

✓ Investment in A1 Minerals Limited should be considered as speculative. The Specific Risks factors of investing in the Company include Operating, Resource Estimates, Commodity Price Volatility, Exchange Rates Technical, Managerial Personnel and Financial; all of which are elaborated on in Section 4 of this Prospectus. Other General Risks are also set out in Section 4 of this prospectus. You should consider these risk factors before investing.

How to accept

• The Offer extended to each eligible Shareholder is the right to subscribe for one New Share at the Offer Price for every two Shares in their name on the Register on the Record Date.
• Eligible Shareholders may also apply for Additional Shares. (See Section 2)

Action required by Shareholders

• Review this Prospectus and make your investment decision carefully. If you decide to take up all or part of your Entitlement or apply for Additional Shares, please complete the attached Entitlement and Acceptance Form.
• Use the addressed envelope enclosed with this Prospectus to post the Entitlement and Acceptance Form with full payment to the Registry.
• The Entitlement and Acceptance Form with full payment must be received by the Registry by the Closing Date. 5.00pm on 19 December 2006. Applications received after that date may not be accepted.
• Further information on action required by Shareholders is detailed in section 3

Contacts

	A1 Minerals Limited
		Intersuisse Limited (Underwriter to the Offer)

Telephone

Melbourne (03) 9629 8288

Computershare Investor Services Pty Ltd

(08) 92441400

CONTENTS

$\mathbf{1}$ .		The Company
	1.1	Company Status
	1.2	BrightStar Gold Project
	1.3	Treatment Plant
	1.4	BrightStar Mining Studies
	1.5	The Board of Directors
	1.6	Proposed Director
2.		Details of the Offer
	2.1	The Offer
	2.2	Purpose of the Issue
	2.3	Options
	2.4	Your Entitlement and Acceptance
	2.5	Additional Shares
	2.6	Opening and Closing Dates
	2.7	Partial Underwriting
	2.8	Minimum Subscription
	2.9	Placement of Shortfall Securities
	2.10	Procedures for placement of Shortfall Securities
	2.11	Entitlement and Acceptance Form
	2.12	Allotment
	2.13	Application Monies held on trust
	2.14	ASX Quotation
	2.15	CHESS
	2.16	Foreign Shareholders
	2.17 2.18	Brokerage Risk Factors
	2.19	Taxation Implications
	$2.20 -$	Major Activities and Financial Information
	2.21	Enquiries Concerning Prospectus
3.		Action required by Shareholders
	3.1	Acceptance of New Shares under this Prospectus
	3.2	If You Wish to Take Up Part of Your Entitlement Only
	3.3	How to apply for Additional Shares
	3.4	Entitlements Not Taken Up
	3.5	Enquiries Concerning Your Entittement
4.		Risk Factors
	4.1	Risks Specific to the Company
	4.2	Mineral industry risks
	4.3	General Risks
5.		Effect of the issue
	5.1	Capital Structure on Completion of the Issue
	5.2	Use of funds
	5.3	Work Program Summary
	5.4	Pro forma statement of financial position
	5.5	Market Price of Shares
	5.6	Dividend policy
6.		Additional information
	6.1	Rights Attaching to New Shares
	6.2	Material contracts
	6.3 6.4	Company is a Disclosing Entity Inspection and copies of documents
	6.5	Directors' Interests
	6.6	Directors' Interests in Company Securities
	6.7	Directors' remuneration and interests
	6.8	Interests of Other Persons
	6.9	Expenses of Issue
	6.10	Consents
	6.11	Орбор Тегиз
7.		Authorisation………………………………………………………………………………………………
8.		Glossary of Terms

The Company $\mathbf{1}$ .

$1.1$ Company Status

The Company is a gold exploration company based in Perth. Western Australia and listed on the ASX (AAM). All of the Company's projects are located in Western Australia, with the main emphasis being on the highly productive Laverton region where more than 20Moz of gold has been found in the past 20 years. The Company's BrightStar Alpha and Beta deposits are situated 30kms from world-class mines Sunrise Dam and Granny Smith. The Company's flagship is the BrightStar Gold Project which the Company is progressing towards production expected to start in 2007.

$1.2$ BrightStar Gold Project

The BrightStar Gold Project is comprised of a number of gold deposits on greenstone belts to the north and south of Laverton. A1 has built an inventory greater than 600,000 in JORC Resources and a tenement holding covering more than 500 sq kms (including applications) through extensive drilling programs and prudent acquisition. (refer Table 2).

The Company's gold resources currently include Measured, Indicated and Inferred Resources totalling 6.2 million tonnes $@3.1$ g/t for 634,390ozs of gold in deposits located to the north and south of Laverton (Table 1). All deposits are accessed by existing roads and serviced through Laverton town infrastructure.

Scoping and Pre-feasibility studies carried out to date indicate the BrightStar's potential for positive cash flows by treating ore through at nearby treatment plants or alternatively through a small stand alone mill. The Company is completing plant design and mining studies to evaluate the feasibility of constructing a treatment plant to be initially located at Beta. This option could extend the life of the operation, based on current resources and could provide A1 with a small, flexible treatment facility on site which could be mobilised to treat future resources as they are developed.

$1.3$ Treatment Plant

The resource position and the potential for further increases within the Company's tenement holding in the Laverton region has encouraged the Company to focus studies on the construction of its own CIL treatment plant. Metallurgical test work has been completed and results incorporated into final design parameters for a modular plant capable of treating at least 200,000 tonnes of high grade ore per annum. Equipment sourcing has been initiated and includes the purchase of a suitable ball mill. The modular plant design will offer the mobility to relocate the facility to treat resources at several sites within the 150 kilometres of strike of greenstone belt over which the Company's BrightStar tenements occur.

$1.4$ BrightStar Mining Studies

The Company completed a Pre Development Study for the BrightStar Gold Project in late March 2006 which indicated an estimated free cash flow of \$13.7M from mining and treatment of approximately 488,000 of ore from the Alpha and Beta deposits to produce 74,000ozs of gold at a A\$750/oz gold price. Toll treatment was considered as the most likely treatment option at that time.

The acquisition of West Australian Metals Ltd's Laverton gold properties in June 2006 which host indicated and inferred resources containing approximately 200,000 ozs of gold in four deposit areas located to the north of Laverton altered the focus of the Company's subsequent feasibility studies to evaluate the economics of establishing a mobile treatment facility.

The current Feasibility Study has concentrated on design and costing of a transportable 200,000 tonne per annum gravity/CIP treatment facility to be owned and operated by the Company. The plant has been designed to process ore initially from the Alpha and Beta deposits to the south of Laverton with the flexibility to relocate the plant to the north of Laverton to process existing known deposits and potential new resources delineated through exploration or by acquisition.

Metallurgical test work has been completed and plant design and costing finalised. Claymore Mines estimate plant capital costs are \$5.39M including a two stage crusher, all plant equipment and fabrication. transport, project management and a 10% contingency. The estimate does not include site laboratory equipment which will add a further \$110,000 for the purchase and installation of an assay system. The total estimated capital cost of the plant is \$5.5M.

The Company has secured a 330Kw ball mill and plant layout and design drafting for formal engineering construction is completed. Long lead time items within the plant have been identified as cyclone fed, concentrator and tailings pumps which can involve up to 20 weeks delivery.

The plant has been designed to minimize labour demands and will require a workforce of 16 personnel employed on a two weeks on and one off roster to operate the facility which will initially be located at the Beta site.

Final pit design and mine scheduling on the Alpha and Beta pits has yet to be completed.

A comprehensive overview of the Company has been included in the Annual Report of the Company lodged with the ASX on 27 October 2006 and the September Quarter Activities Report lodged with the ASX on 31 October 2006. A copy of the Annual Report is available from the ASX, the Company's website www.a1minerals.com.au or by contacting the Company.

$1.5$ The Board of Directors

The Company has a well qualified and committed Board of Directors.

Michael Hunt BA, LLB (Hons)

Non executive Chairman (Since 31 October 2003)

Experience

Mr Hunt is a partner in Hunt & Humphry Project Lawyers in Perth. He is an experienced commercial lawyer and has Australian and international experience in mining law, the development of mining projects and the resolution of native title issues. Mr Hunt has provided advice on mining and petroleum law to local and overseas governments.

Mr Hunt is also a non executive Director of Red Back Mining Inc (listed on the Toronto Stock Exchange), which in October 2005 commenced production of gold at its Chirano Project in Ghana, the first new mine in that country for seven years. Mr Hunt was the founding Chairman of Red Back Mining NL (formerly ASX listed) and in that role over a period of 9 years helped take that company from junior Australian explorer to listing on the TSX and subsequent gold production.

John Williams B.Sc, MAusIMM

Managing Director (Since 29 May 2002)

Experience

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. 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 acquisition, financial analysis and contract negotiation. He is the Managing Director of A1 Minerals Limited.

Peter Thomas CPA

Non executive Director (Since 17 April 2003)

Experience

Mr Thomas is a CPA with Taxation and Auditing qualifications. He has considerable experience in the mining industry through his former employment with a consortium of large multi-national corporations and has an extensive background in commercial accounting. Mr Thomas brings considerable experience in exploration and mining administration.

$1.6$ Proposed Director

As the Company moves towards development, the Board has decided to increase its number and has included a Resolution for the appointment of Mr Tim Hronsky to the Board. This Resolution will be put at the Annual General Meeting of the Company scheduled for 30 November 2006. Mr Hronsky has considerable experience in the resource industry which the Directors believe will assist the next phase the Company is preparing for. A brief summary of his background is set out below for the information of Shareholders:

Mr Tim Hronsky has been invited to join the Board (subject to Shareholder approval).

Mr Tim Hronsky

Mr Hronsky is a geological engineer having graduated from the Western Australian School of Mines with a Degree in Engineering Majoring in Geology. He has over 20 years experience in the mining industry starting with mine geology roles at Big Bell Gold Mine (Placer) and Bow River Diamond Mine (Normandy). Since that time, Mr Hronsky has held a number of Management positions with Placer Dome Inc, a global metals company with a market capitalisation of in excess of \$10 Billion. His time at Placer includes engineering, operations, exploration, project development, business development, risk based audit and assurance and risk management. He spent some time as Exploration Manager (Asia) for Placer Dome Inc, and more recently over five years at a corporate level with responsibility for the introduction of integrated risk management into the company and providing risk oversight and assurance across Placer's broad global portfolio.

PROJECT		MEASURED			INDICATED			INEERRED			TOTAL
	Tonnes	Grade (g/t)	Ounces	Tonnes	Grade (q/t)	Ounces	Tonnes	Grade (git)	Ounces	Tonnes	Grade (g/t)	Ounces
Alpha	178,900	3.8	21.910	311,900	27	26.840	631.400	4.20	85,280	1.122.200	3.7	134.030
Beta	68,900	4.0	8,860	628,900	39	77,830	1.064,900	5.24	179,570	1,762,700	4.5	266,260
Delta	0	0	0	108,400	27	9.400	134.300	30	13.100	242.700	2.8	22,500
Epsilon	0	0	0	1.386.300	1.8	82,400	1,333,200	23	97,800	2.719.500	2.0	180,200
Eta	O	0		Ð	Ü	$\bf{0}$	239,400	2.8.	21700	239,400	2.8	21,700
Zeta	0	0	0	76,300	34	8.400	4.700	87	1,300	81,000	3.7	9,700
Total	247,800	3.9	30.770	2.511.800	25.	204,870	3.407.900	3.6.	398.750	6.167.500	3.2	634.390

Table 1: BrightStar Gold Project - Current Resources

Table 2: Tenement Schedule

Tenement Name		Registered Holder
	SOUTH LAVERTON
E38/900	Mt McKenna	Placer
E38/1173	Mt McKenna	Placer
E38/1174	Mt McKenna	Placer
E38/970	BrightStar	Desert
E38/1517	Napier well	A1
E38/1523	Probert Well	A1
E38/1524	Merolia	Cazaly
E38/1556	Merolia	IGL
E38/1655	Burtville Burtville	Desert
E38/1690 E38/1720	Karara well	A1 A1
E38/1747	Burtville	A1
M38/009	BrightStar Beta	A1
M38/968	BrightStar	A1
M38/1050	Mt McKenna	Placer
M38/1051	Mt McKenna	Placer
M38/1052	Mt McKenna	Placer
M38/1053	Mt McKenna	Placer
M38/1054	Mt McKenna	Placer
M38/1055	Meredith Well	Placer
M38/1056	Meredith Well	Placer
M38/1057	Meredith Well	Placer
M38/1058	Meredith Well	Placer
M38/241	Edinboro Castle	A1
MLA38/549	Edith Hope	A1
P38/2422	Edith Hope	A1
M38/984	Baron Clive	A1
P38/2944	Baron Clive Merolia	A1
P38/3106 P38/3107	Merolia	Cazaly Cazaly
P38/3108	Merolia	Cazaly
P38/3204	BrightStar	Desert
P38/3205	BrightStar	Desert
P38/3206	BrightStar	Desert
P38/3208	Burtville	Desert
P38/3209	Burtville	Desert
P38/3210	Burtville	Desert
P38/3214	Burtville	Desert
P38/3215	Burtville	A1
P38/3216	Burtville	A1
P38/3217	Burtville	A1
P39/4479	Abednego Hill	A1
L38/100	Beta Haul	A1

Tenement

E39/1177

Name

Registered

		Holder
	NORTH LAVERTON
E38/1936	Doris Creek	A1
E38/1937	Mt Amy/Mt Clark	A1
P38/3082	Ogilvies	A1
E38/1375	King of Creation Extended JV	Heron Resources
E38/1368	King of Creation Extended JV	Heron Resources
M38/302	Anchor	A1
L38/85	Anchor	A1
M38/339	Ben Hur	A1
P38/3165	Camel Hump	A1
E38/1748	Camel Hump	A 1
M38/346	Cork Tree Well	A1
G38/4	Cork Tree Well	A1
M38/917	Cork Tree Well	A1
M38/918	Cork Tree Well	A1
M38/1563	Cork Tree Well Cork Tree Well	A1 A1
E38/1618		A1
M38/160 P38/2659	King of Creation No Mistake	A1
M38/802	No Mistake	A1
	WEST LAVERTON
P37/6950	Linger and Die	A1
M39/334	Windsor Well/ Kismet	A1
M39/4547	Windsor Well/ Kismet	A1
P39/4546	Windsor Well/ Kismet	A1
P39/4545	Windsor Well/ Kismet	Α1
P39/4544	Windsor Well/ Kismet	Α1
P39/4533	Windsor Well/ Kismet	A1
M39/528	Windsor Well/ Kismet	A1
M39/529	Windsor Well/ Kismet	A1
M39/530	Windsor Well/ Kismet	A1
P39/4522	Windsor Well/ Kismet	A1
P39/4523	Windsor Well/ Kismet	A1
M39/663	Windsor Well/ Kismet	A1
	NARNOO
E39/982	Namoo	A1
E39/981	Namoo	A1
E39/985	Namoo	A1
E39/1063	Narnoo East	A1
E39/1064	Namoo South	A1
E28/1595	Great Victoria Desert	A1
E28/1596	Great Victoria Desert	A1
E39/1173	Great Victoria Desert	A1
E39/1174	Great Victoria Desert	A1
E39/1175	Great Victoria Desert	A1
E39/1176	Great Victoria Desert	A1

Great Victoria Desert

A1

Details of the Offer $2₁$

$2.1$ The Offer

The Company is making a non renounceable pro-rata offer of New Shares together with a free attaching Option to existing Eligible Shareholders on the basis of 1 New Share and Option for every 2 Shares held at 5.00 pm (WST) on 19 December 2006 ("Record Date").

A maximum of 29.931,325 New Shares and Options will be issued pursuant to this Prospectus ("Issue").

Where the determination of the entitlement of any Entitled Shareholder results in a fraction of a Share, such fraction will be rounded down to the nearest whole Share.

There is a minimum subscription to the Offer (refer Section 2.5).

Please refer to Section 6.1 for a summary of the rights attaching to the New Shares.

Please refer to Section 6.11 for a summary of the rights attaching to the Options.

$2.2$ Purpose of the Issue

The Issue will raise up to \$5,836,608, (on the basis of full acceptances) before costs of the Issue.

Completion of the Offer will result in an increase in cash on hand of \$5,576,608 (after the payment of costs associated with the Offer and assuming the Offer is fully subscribed).

The Company is finalising the feasibility studies for the development of the BrightStar Gold Project.

Funds raised will be utilised in the completion of these studies and toward mine development. The Directors are currently approaching debt financiers to put project finance in place and enable construction of the plant and associated infrastructure to commence on successful conclusion of the feasibility study.

In addition drilling will also be undertaken to add to, extend and upgrade resources for the purposes of extending production.

Resources to the north of Laverton which will be the subject of further drilling and mining studies, hold potential to contribute to production life following relocation of the mobile plant to this region. Proposed drilling and resource modelling on the northern resources will be focused on delineation of the high grade structures within the existing mineralized zones and newly acquired properties.

It is proposed that the funds raised will be used primarily by the Company to address the following activities:

• to complete work on the feasibility study and enable final assessment of the development and financing options available to the Company;
• secure long lead time items for plant construction;
• to meet planned expenditure on resource drilling to add to, upgrade and extend existing resources. Specifically adding to and upgrading resources at Beta (targeting the deeper high grade ore zones including underground), and the Company's North Laverton Tenements;
• to meet expenditure on exploration targets at Gamma and the newly acquired Ogilvies Mining $\bullet$ Centre near Epsilon; and
• to provide additional general working capital.

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. The Directors are currently approaching debt financiers to put project finance in place and enable construction of the plant and associated infrastructure to commence on successful conclusion of the feasibility study.

The Directors have budgeted for the expenditure requirements over the next two years and have set out a probable high level budget in Section 5.2. In addition an outline of the likely work programs is set out in Section 5.3.

$2.3$ Options

The Options are to be issued without additional consideration on the basis of for every 2 New Shares issued, including any Additional Shares, the holder will receive 1 New Option exercisable at 25 cents on or before 30 November 2008.

The terms of the Options are set out at Section 6.

$2.4$ Your Entitlement and Acceptance

The number of New Shares to which an Eligible Shareholder is entitled is set out in the Entitlement and Acceptance Form, which accompanies this Prospectus. Eligible Shareholders may accept their entitlement in whole or in part. If you decide not to accept your entitlement it will lapse and may be placed by the Directors as Shortfall Securities in accordance with Section 2.9 and 6.2 of this Prospectus.

It is important that you consider the Issue carefully. If you decide to accept your entitlement (either in whole or in part), you must do so in accordance with the instructions set out on the accompanying Entitlement and Acceptance Form and Section 2.11. Completed Entitlement and Acceptance Forms must be received at Computershare Investor Services Pty Ltd by 5.00pm (WST) on the Closing Date, together with a cheque or bank draft in Australian dollars for the amount being applied for made out to "A1 Minerals Limited Share Issue Account" and crossed "Not Negotiable". Cash payments will not be accepted but returned and the application deemed invalid. Receipts for payments will not be issued.

Subject to the Corporations Act and the Listing Rules, the Company reserves the right in its absolute discretion, to extend the Issue, close the Issue early or accept late applications either generally or in a particular case.

If you are in doubt as to the course of action, you should consult your professional adviser.

$2.5$ Additional Shares

Eligible Shareholders may also apply for more than their Entitlement. To apply for Additional Shares, complete the 'Additional Shares' section on the Entitlement and Acceptance Form.

Shareholders may apply for Additional Shares that may be issued from any shortfall under the Offer. The Underwriter in consultation with the Company and at its discretion reserves the right to scale back or reduce to zero the number of Additional Shares applied for by any Qualifying Shareholder.

Additional Shares will not be issued to Qualifying Shareholders where to do so would involve a breach of the Listing Rules or any applicable law.

$2.6$ Opening and Closing Dates

The Company will accept Entitlement and Acceptance Forms from the Record Date for determining Eligible Shareholders' entitlements (4 December 2006), until 5.00pm WST 19 December 2006 or such other date as the Directors in their absolute discretion shall determine, subject to the requirements of the Listing Rules ("Closing Date").

$2.7$ Partial Underwriting

The Company has entered into an Underwriting Agreement with Intersuisse Limited (Intersuisse) whereby the Offer is partially underwritten up to the amount of \$3,000,000 (refer Section 6 for further details). There are a number of conditions pertaining to the underwriting agreement which may result in the minimum subscription not being reached. If the minimum subscription is not reached, the Directors propose to place sufficient of the Shortfall Securities at their absolute discretion (subject to the Listing Rules) to meet that requirement, as described in Section 2.9 and 2.10. All Applications for New Shares and any Applications for Additional Shares will first be applied toward the Underwritten Amount and then the remainder of the Issue.

$2.8$ Minimum Subscription

The minimum subscription for the Issue is \$3,000,000. In the event the minimum subscription is not achieved within the period prescribed by the Corporations Act, no Shares will be issued to any of the Applicants and all application monies will be returned to Applicants in accordance with the Corporations Act.

2.9 Placement of Shortfall Securities

The placement of Shortfall Securities may occur after the Closing Date.

An application for Shortfall Securities can only be made by completing a Shortfall Application Form which will be sent by the Directors to any party who the Directors invite to apply for Shortfall Securities. The Shortfall Application Form shall be sent by the Directors with a copy of the Prospectus.

Pursuant to the Underwriting Agreement with Intersuisse Limited, the Directors may in their absolute discretion issue all, some or none of the Shortfall Securities applied for by any party. To the extent that Shortfall Securities are applied for but not issued, Application Monies will be returned without interest.

$2.10$ Procedures for placement of Shortfall Securities

Shortfall Application Forms must be completed in accordance with the instructions contained therein and must be accompanied by a cheque in Australian currency drawn on an Australian bank, made payable to "A1 Minerals Limited Share Issue Account" and crossed "Not Negotiable". Cash payments will not be accepted but returned and the application deemed invalid. Receipts for payments will not be issued.

Once a Shortfall Application Form is completed and returned, it is irrevocable and may not be withdrawn or varied by the Applicant.

Application Monies are payable in full on application.

Completed Shortfall Application Forms together with payment of the Application Monies in full must be lodged by the date specified by the Directors when sending the Shortfall Application Form as follows:

By delivery	Computershare Investor Services Pty Ltd Level 2 45 St George's Terrace PERTH WA 6000
By post	Computershare Investor Services Pty Ltd GPO Box D182 PERTH WA 6840

$2.11$ Entitlement and Acceptance Form

Acceptance of a completed Entitlement and Acceptance Form by the Company creates a legally binding contract between the Applicant and the Company for the number of New Shares accepted by the Company. The Entitlement and Acceptance Form does not need to be signed to be a binding acceptance of New Shares.

If the Entitlement and Acceptance Form is not completed correctly it may still be treated as valid. The Directors' decision as to whether to treat the acceptance as valid and how to construe, amend or complete the Entitlement and Acceptance Form is final.

$2.12$ Allotment

The Company expects to issue the Shares on 19 December 2006. Holding statements in relation to the Shares are also expected to be dispatched on 19 December 2006. These dates may change at the Directors' discretion.

It is the responsibility of Applicants to determine their allocation prior to trading in the New Shares. Applicants who sell New Shares before they receive their holding statements will do so at their own risk.

$2.13$ Application Monies held on trust

All Application Monies received for the New Shares will be held in trust in a bank account maintained solely for the purpose of depositing Application Monies received pursuant to this Prospectus until the New Shares and Options are issued. All Application Monies will be returned (without interest) if the New Shares and Options are not issued.

$2.14$ ASX Quotation

Application will be made to the ASX no later than 7 days after the date of this Prospectus for the official quotation of the New Shares and Options offered by this Prospectus. If permission is not granted by the ASX for the official quotation of the New Shares and Options offered by this Prospectus within 3 months after the date of this Prospectus, the Company will repay, as soon as practicable, without interest, all Application Monies received pursuant to this Prospectus.

$2.15$ CHESS

The Company participates in the Clearing House Electronic Subregister System, known as CHESS. ASX Settlement and Transfer Corporation Pty Ltd ACN 008 504 532 ("ASTC"), a wholly owned subsidiary of the ASX, operates CHESS in accordance with the Listing Rules and New Shares Clearing House Business Rules.

Under CHESS, Applicants will not receive a certificate but will receive a statement of their holding of New Shares.

If you are broker sponsored. ASTC will send you a CHESS statement.

The CHESS statement will set out the number of New Shares issued under this Prospectus, provide details of your holder identification number, the participant identification number of the sponsor and the terms and conditions applicable to the New Shares, including a notice to exercise the New Shares.

If you are registered on the Issuer Sponsored subregister, your statement will be dispatched by Computershare Investor Services Pty Ltd and will contain the number of New Shares issued to you under this Prospectus and your security holder reference number.

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

$2.16$ Foreign Shareholders

The Offer is not being extended to any Shareholders whose registered address is outside Australia or New Zealand. The Company is of the view that it is unreasonable to make the Issue to Shareholders outside Australia and New Zealand, having regard to:

• the number of those Shareholders:
• the number and value of New Shares to be offered to those persons; and
• the cost of complying with overseas legal requirements. $\bullet$

The Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer other than for Shareholders in Australia and New Zealand. The Company is not required to make offers under the Prospectus to Shareholders other than in Australia and New Zealand. Where the Prospectus has been dispatched to Shareholders domiciled outside Australia or New Zealand and where the country's securities code or legislation prohibits or restricts in any way the making of the offers contemplated by the Prospectus, the Prospectus is provided for information purposes only.

Shareholders resident in Australia or New Zealand holding Shares on behalf of persons who are resident overseas are responsible for ensuring that taking up Entitlement under the Issue does not breach regulations in the relevant overseas jurisdiction. Return of a duly completed Entitlement and Acceptance Form will be taken by the Company to constitute a representation that there has been no breach of those regulations.

2.17 Brokerage

The Company will pay a placement fee of a maximum of 6% (plus GST) of the amount subscribed (and accepted by the Company) to any holder of a financial services licence in respect of Shortfall Application Forms bearing their stamp.

$2.18$ Risk Factors

An investment in New Shares should be regarded as speculative. In addition to the general risks applicable to all investments in listed securities, there are specific risks associated with an investment in the Company which are set out in Section 4.

2.19 Taxation Implications

The Directors do not consider that it is appropriate to give Shareholders advice regarding the taxation consequences of subscribing for New Shares and Options under this Prospectus.

The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Shareholders and Optionholders. As a result, Shareholders should consult their professional tax adviser in connection with subscribing for New Shares and Options under this Prospectus.

2.20 Major Activities and Financial Information

A summary of the major activities and financial information relating to the Company for the financial year ended 30 June 2006, is contained in the Annual Report which was sent to Shareholders on 27 October 2006. A summary of activities relating to the Company for the three month period ended 30 September 2006, is contained in the quarterly activities report for that period, which was lodged with the ASX on 31 October 2006.

The 2006 Annual Report and Notice for the Annual General Meeting have each been lodged with ASIC and for the purposes of Section 712 of the Corporations Act, is deemed to be included in this Prospectus. The Annual Report was lodged with ASIC on 29 September 2006, and then dispatched to Shareholders together with the Notice of Meeting for the AGM lodged on 27 October 2006. However, a person may obtain a copy of those documents free of charge upon request at any time during the application period under this Entitlement Issue (see Section 6.4 for further information available on request). In addition, an update on the Company and its activities is contained in Section 1 of this Prospectus.

$2.21$ Enquiries Concerning Prospectus

Enquiries concerning the Entitlement and Acceptance Form can be obtained by contacting Computershare Investor Services Pty Ltd by telephone on 1300 557 010.

Enquiries relating to this Prospectus should be directed to the Company Secretary by telephone on 08 9244 1400 or facsimile on 08 9244 1600.

Action required by Shareholders $3₁$

$3.1$ Acceptance of New Shares under this Prospectus

Should you wish to accept all of your entitlement to New Shares, then applications for New Shares under this Prospectus must be made on the Entitlement and Acceptance Form which accompanies this Prospectus, in accordance with the instructions referred to in this Prospectus and on the Entitlement and Acceptance Form. Please read the instructions carefully.

Please complete the Entitlement and Acceptance Form by filling in the details in the spaces provided and attach a cheque for the amount indicated on the Entitlement and Acceptance Form.

Completed Entitlement and Acceptance Forms must be accompanied by a cheque in Australian dollars. crossed "Not Negotiable" and made payable to "A1 Minerals Limited Share Issue Account" and lodged at any time after the issue of this Prospectus and on, or before the Closing Date at the Company's share registry (by delivery or by post) at:

By delivery	Computershare Investor Services Pty Ltd Level 2 45 St George's Terrace PERTH WA 6000
By Post	Computershare Investor Services Pty Ltd GPO Box D182 PERTH WA 6840

$3.2$ If You Wish to Take Up Part of Your Entitlement Only

Should you wish to only take up part of your entitlement, then applications for New Shares under this Prospectus must be made on the Entitlement and Acceptance Form which accompanies this Prospectus in accordance with the instructions referred to in this Prospectus and on the Entitlement and Acceptance Form. Please read the instructions carefully.

Please complete the Entitlement and Acceptance Form by filling in the details in the spaces provided. including the number of New Shares you wish to accept and the amount payable (calculated at 19.5 cents per New Share accepted), and attach a cheque for the appropriate Application Monies.

Completed Entitlement and Acceptance Forms must be accompanied by a cheque in Australian dollars, crossed "Not Negotiable" and made payable to "A1 Minerals Limited Share Issue Account" and lodged at any time after the issue of this Prospectus and on or before the Closing Date at the Company's share registry (by delivery or by post) at:

By delivery	Computershare Investor Services Pty Ltd Level 2 45 St George's Terrace PERTH WA 6000
By Post	Computershare Investor Services Pty Ltd GPO Box D182 PERTH WA 6840

$3.3$ How to apply for Additional Shares

To accept your Entitlement in full and apply for Additional Shares:

• complete the Entitlement and Acceptance Form, filling in the details in the spaces provided; and ٠
• fill in the number of Additional Shares you wish to apply for in the Entitlement and Acceptance Form; and
• attach your cheque for the appropriate amount (at \$0.195 per New Share).

The Company reserves the right to reject any Entitlement and Acceptance Form that is not correctly completed.

$3.4$ Entitlements Not Taken Up

If you do not wish to accept any of your entitlement, you are not obliged to do anything. In that case, New Shares not accepted by the Closing Date will become Shortfall Securities and you will receive no benefit.

$3.5$ Enquiries Concerning Your Entitlement

If you have any queries concerning your entitlement please contact:

Computershare Investor Services Pty Ltd Level 2, 45 St George's Terrace PERTH WA 6000

Telephone 1300 557 010

Risk Factors 4.

Potential investors in the Company should be aware that subscribing for Shares involves a number of risks. The risk factors outlined in this Section and elsewhere in this Prospectus should be carefully considered by investors when evaluating an investment in the Company. In addition, investors should appreciate that the value of Shares and Options on the ASX may rise or fall depending on a range of factors beyond the control of the Company. This is especially the case with companies undertaking mining and exploration activities.

Any of the factors set out in this Section or any other factors identified in this Prospectus may materially affect the financial performance of the Company and the market price of the Shares. To that extent the Shares carry no quarantee with respect to the payment of dividends, return on capital or the price at which those Shares will trade on the ASX.

The Directors consider that an investment in the Company should be considered speculative due to:

• $(a)$ the recent volatility in publicly listed entities on world stock markets generally, and of mining and exploration companies in particular; and
• $(b)$ the speculative nature of mining and exploration activities.

While the Company plans to take prudent measures to safeguard from, or mitigate its exposure to these risks, many of the risks are outside of the Company's control.

There are a number of risk factors that investors should consider before deciding whether or not to invest in the New Shares. The principal risk factors include, but are not limited to, the following:

$4.1$ Risks Specific to the Company

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

$(a)$ Operating Risks

The operations of the Company may be affected by various factors, including failure to locate or identify mineral deposits; failure to achieve predicted grades in exploration and mining; operational and technical difficulties encountered in mining: difficulties in commissioning and operating plant and equipment; mechanical failure or plant breakdown; unanticipated metallurgical problems which may affect extraction costs; adverse weather conditions; industrial and environmental accidents; industrial disputes; and unexpected shortages or increases in the costs of labour, consumables, spare parts, plant and equipment.

$(b)$ Resource Estimates

Resource estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. This may result in alterations to development and mining plans which may, in turn, adversely affect the Company's operations.

Commodity Price Volatility and Exchange Rate Risks $(c)$

If the Company achieves success leading to mineral production, the revenue it will derive through the sale of commodities exposes the potential income of the Company to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fluctuations for precious and base metals, technological advancements, forward selling activities and other macro-economic factors.

Furthermore, international prices of various commodities are denominated in United States dollars, whereas the income and expenditure of the Company are and will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets.

$(d)$ Technical and Managerial Personnel

The Company's success depends to a significant extent, on retaining its key management personnel. The loss of services of certain such personnel could have a material adverse effect on the Company's future. Similarly, the ability of the Company to attract and retain technical personnel could have a material effect on the Company's future. As the Company's business activity grows, it will require additional staff. Although the Company believes that it will be successful in attracting and retaining qualified personnel, there can be no assurance of such success.

Financial Risk $(e)$

The Company's capital requirements will depend on numerous factors. Depending on the Company's ability to generate income from its operations and other acquisition opportunities, the Company will most likely require further financing in addition to amounts raised under this capital raising. If the Company is unable to obtain additional funding as needed, it may be required to reduce the scope of its operations or scale back its exploration programmes, as the case may be.

$4.2$ Mineral industry risks

Exploration and Development Risks $(a)$

Mineral exploration and mining are high-risk enterprises, only occasionally providing high rewards. In addition to the normal competition for prospective ground, and the high average costs of discovery of an economic deposit, factors such as demand for commodities, stock market fluctuations affecting access to new capital, environmental issues, labour disruption, project financing difficulties, foreign currency fluctuations and technical problems all affect the ability of a company to profit from any discovery.

There is no assurance that exploration and development mineral interests owned by the Company, or any other projects that may be acquired in the future, can be profitably exploited.

$(b)$ Operational Risks

The operations of the Company may be disrupted by a variety of risks and hazards which are beyond the control of the Company, including environmental hazards, industrial accidents, technical failures, labour disputes, unusual or unexpected rock formations, flooding and extended interruptions due to inclement or hazardous weather conditions, fire, explosions and other incidents beyond the control of the Company.

These risks and hazards could also result in damage to, or destruction of, production facilities. personal injury, environmental damage, business interruption, monetary losses and possible legal liability. While the Company currently intends to maintain insurance within ranges of coverage consistent with industry practice, no assurance can be given that the Company will be able to obtain such insurance coverage at reasonable rates (or at all), or that any coverage it obtains will be adequate and available to cover any such claims.

$(c)$ Metallurov

Metal and/or mineral recoveries are dependent upon the metallurgical process, and by its nature contain elements of significant risk such as:

• $\blacksquare$ Identifying a metallurgical process through test work to produce a saleable metal and/or concentrate;
• Changes in mineralogy in the ore deposit can result in inconsistent metal recovery, affecting the economic viability of the project.

$(d)$ Resource Estimates

Resource estimates are expressions of judgment based on knowledge, experience and industry practice. Estimates that were valid when made may change significantly when new information becomes available.

In addition, resource estimates are necessarily imprecise and depend to some extent on interpretations, which may prove to be inaccurate. Should the Company encounter mineralisation or formations different from those predicted by past drilling, sampling and similar examinations, resource estimates may have to be adjusted and mining plans may have to be altered in a way which could adversely affect the Company's operations.

$(e)$ Payment Obligations

Under the mining and exploration tenements and licences and certain other contractual agreements to which the Company is or may in the future become a party, the Company is or may become subject to payment and other obligations.

In particular, the Company has an obligation to meet the agreed expenditure budgets for each of its tenements in Western Australia. Failure to meet these work commitments will render the tenement or licence liable to be cancelled.

$(f)$ Commodity Price Volatility

It is anticipated that any potential future revenues derived from mining will primarily be derived from the sale of gold. Consequently, any future earnings are likely to be closely related to the price of this commodity.

Commodity prices fluctuate and are affected by numerous factors beyond the control of the Company. These factors include world demand, forward selling by producers, and production cost levels in major metal-producing regions.

Moreover, commodity prices are also affected by macroeconomic factors such as expectations regarding inflation, interest rates and global and regional demand for, and supply of, the commodity as well as general global economic conditions. These factors may have an adverse effect on the Company's exploration, development and production activities, as well as on its ability to fund those activities.

$(g)$ Competition

The Company competes with other companies, including major mineral exploration and production companies. Some of these companies have greater financial and other resources than A1 Minerals and, as a result, may be in a better position to compete for future business opportunities. There can be no assurance that the Company can compete effectively with these companies.

$(h)$ Title

The grant of mining tenements in Western Australia is governed by the Mining Act 1978 (WA). Each tenement is granted for a specific terms and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, the Company could lose title to or its interests in the Tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments as and when they arise.

All of the Tenements in which the Company has or may earn an interest in will be subject to applications for renewal or grant (as the case may be). The renewal or grant of each Tenement is usually at the discretion of the relevant government authority.

$(i)$ Native Title

The Native Title Act recognises and protects the rights and interests in Australia of Aboriginal and Torres Strait Islander people in land and waters, according to their traditional laws and customs. There is significant uncertainty associated with Native Title in Australia and this may impact on the Company's operations and future plans.

Native Title can be extinguished by valid grants of land (such as freehold title) or waters to people other than the Native Title holders or by valid use of land or waters. It can also be extinguished if the indigenous group has lost its connection with the relevant land or waters. Native Title is partially extinguished by the grant of mining leases, although a valid mining lease prevails over Native Title to the extent of any inconsistency for the duration of the title.

Tenements granted before 1 January 1994 are valid or validated by the Native Title Act.

For tenements to be validly granted (or renewed) after 1 January 1994, the future act regime established by the Native Title Act must be complied with.

The existence of a Native Title claim is not an indication that Native Title in fact exists on the land covered by the claim, as this is a matter ultimately determined by the Federal Court (potentially subject of an appeal to the High Court). Until a Native Title claim has been determined, Native Title claimants may be entitled to certain procedural rights under the Native Title Act in relation to actions such as land dealings which may affect Native Title if the Native Title claim satisfies the registration test under the NTA.

The Company must also comply with Commonwealth and State Aboriginal heritage legislation which protect archaeological and ethnographic sites of significance to Aboriginal people. In practice, this will require Aboriginal heritage survey work to be undertaken ahead of the commencement of exploration and mining operations.

$\mathbf{I}$ Joint Venture Risk

Where a joint venture partner does not act in the best commercial interest of the joint venture, it could have a material adverse effect on the interests of the Company.

Furthermore, the Directors are unable to predict the risk of:

• $\left(\mathbf{i}\right)$ financial failure, non compliance with obligations or default by a participant in any joint venture to which the Company is, or may become, a party; or
• $(ii)$ insolvency or other managerial failure by any of the contractors used by the Company in its exploration activities; or
• $(iii)$ insolvency or other managerial failure by any of the other service providers used by the Company for any activity.
• $(k)$ Environmental

The Company's projects are subject to Federal Australian and Western Australian Law and regulations regarding environmental matters and the discharge of hazardous wastes and materials. As with all mining projects, the projects of the Company have a variety of environmental impacts. The Company intends to conduct its activities in an environmentally responsible manner and in accordance with applicable laws.

The cost and complexity of complying with the applicable environmental laws and regulations may prevent the Company from being able to develop potentially economically viable mineral deposits.

Although A1 Minerals believes that it is in compliance in all material respects with all applicable environmental laws and regulations, there are certain risks inherent to its activities, such as accidental spills, leakages or other unforseen circumstances, which could subject the Company to extensive liability.

Further, the Company may require approval from the relevant authorities before it can undertake activities that are likely to impact the environment. Failure to obtain such approvals will prevent the Company from undertaking its desired activities. The Company is unable to predict the effect of additional environmental laws and regulations, which may be adopted in the future, including whether any such laws or regulations would materially increase the Company's cost of doing business or affect its operations in any area.

There can be no assurances that new environmental laws, regulations or stricter enforcement policies, once implemented, will not oblige the Company to incur significant expenses and undertake significant investments in such respect which could have a material adverse effect on the Company's business, financial condition and results of operations.

4.3 General Risks

$(a)$ Securities Investment

Applicants should be aware that there are risks associated with any securities investment. The prices at which the Company's Shares trade may be above or below the Offer price, and may fluctuate in response to a number of factors.

Further, the stock market has experienced price and volume fluctuations. There can be no quarantee that these trading prices and volumes will be sustained. These factors may materially affect the market price of the Shares, regardless of the Company's operational performance.

$(b)$ Share Market Conditions

The market price of the Shares may fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

Share market conditions are affected by many factors such as:

• $(i)$ general economic outlook:
• $(ii)$ interest rates and inflation rates;
• $(iii)$ currency fluctuations;
• $(iv)$ changes in investor sentiment towards particular market sectors;
• $(v)$ the demand for, and supply of, capital; and
• $(vi)$ terrorism or other hostilities.
• $(c)$ Economic Risk

Changes in the general economic climate in which the Company operates may adversely affect the financial performance of the Company and have an adverse effect on the Company's exploration, development and production activities, as well as on its ability to fund those activities. Factors that may contribute to that general economic climate include the level of direct and indirect competition against the Company, industrial disruption, the rate of growth of Australia's gross domestic product, interest rates and the rate of inflation.

$(d)$ Future Capital Needs and Additional Funding

The future capital requirements of the Company will depend on many factors including its business development activities. The Company believes its available cash and the net proceeds of this Offer should be adequate to fund its business development activities, exploration program and other Company objectives in the short term, as stated in this Prospectus.

Should the Company require additional funding there can be no assurance that additional financing will be available on acceptable terms, or at all. Any inability to obtain additional finance, if required, would have a material adverse effect on the Company's business and its financial condition and performance.

Policies and Legislation $(e)$ Any material adverse changes in Federal or State government policies or legislation of Australia or any other country that the Company has economic interests may affect the viability and profitability of the Company.

$(f)$ Reliance on Key Personnel The Company is reliant on a number of key employees. The loss of one or more of its key personnel could have an adverse impact on the business of the Company.

$(g)$ Tax Reform

The Australian Government has indicated that it may introduce further tax reform. The introduction and scope of this further tax reform is uncertain. Until the precise nature of this reform is determined, the Company is not able to give any assurance as to the impact on its operating and financial performance.

Effect of the Issue 5.

$5.1$ Capital Structure on Completion of the Issue Assuming Full Subscription

Issued Capital	Notes	Number of Shares	Number of Options	Share Capital (\$)
Issued capital at the date of this Prospectus		59,862,649	11,150,000	11.190,821
Offer	82	29.931,325	14,965.662	5.576,608
Total securities after the Issue		89,793,974	26,115,662	16,767,429

¹ Assumes that the Offer is fully subscribed.

² Assumes that costs associated with the Offer are \$260,000 with proceeds from the Offer being used as set out in 5.2 ³ The Option holders have been notified and given an opportunity to exercise their Options to acquire Ordinary Shares in the Company in order to participate in the pro rata issue. Full subscription as set out above assumes no Options are exercised.

Assuming Minimum Subscription

Issued Capital	Notes	Number of Shares	Number of Options	Share Capital (\$)
Issued capital at the date of this Prospectus		59,862,649	11,150,000	11,190,821
Offer	182	15.384,615	7,692,307	2,740,000
Total securities after the Issue		75,247,264	18,842,307	14,150,821

¹ Assumes that the Offer achieves only minimum subscription.

² Assumes that costs associated with the Offer are \$260,000 with proceeds from the Offer being used as set out in 5.2 ³ The Option holders have been notified and given an opportunity to exercise their Options to acquire Ordinary Shares in the Company in order to participate in the pro rata issue. The minimum subscription as set out above assumes no Options are exercised.

$5.2$ Use of funds

The funds to be raised from the Offer will be applied to the following areas:

Use of Funds	Minimum Subscription	Full Subscription
Total Raised in the Offer	3,000,000	5,836,608
Completion of Definitive Feasibility Study External Consultants and other costs	350.000	500,000
Resource Drilling (**)	890.000	1.826.000
Mine Development (including securing long lead time items of plant)	500,000	1,500,000
Exploration Expenditure (**)	500,000	1,000,000
Working Capital	500.000	750,608
Costs of the Offer	260.000	260,000
Funds Applied	3,000,000	5,836,608

Project Area Budget (For Funds Raised) (**)
BrightStar Gold Project Resource Drilling and
Exploration:
Alpha / Beta	270,000	550,000
Epsilon	550,000	1,100,000
Gamma	120,000	280,000
Delta	250,000	400.000
Zeta	120,000	280,000
Eta	80,000	216,608
	1,280,000	2,826,608

To the extent that the funds raised fall between the levels shown in the Use of Funds table, the Directors will determine the most appropriate level of spending by project area, shortfall will be deducted from exploration expenditure by project area on a proportionate basis at Directors discretion. The Directors are of the opinion that on completion of the Offer and placement of the Shortfall Securities to reach the Minimum Subscription, there will be sufficient working capital for the Company to meet its stated objectives.

Refer Section 5.3 for a summary of the major work programs for each of the main Project areas.

5.3 Work Program Summary

Completion of the Feasibility Study

In order to complete the feasibility study earthmoving tenders are required and these are currently being sourced by management. Once received final mining costs can reasonably be estimated.

In addition receipt of the earthmoving tenders will enable optimised pit shells to be generated for final pit design and scheduling.

Resource Drilling

The feasibility study has outlined potential for deeper high grade ore at Beta (Stage 2 Pit) which with further drilling may extend production life and contribute to the completion of the feasibility study.

The Directors believe that resource drilling planned for Beta Stage 2 should also be undertaken at the other BrightStar prospects being Epsilon, Gamma, Delta, Theta, Zeta and Eta, and planning is currently underway for this expenditure.

Mine Development

Expenditure in this area includes securing long lead time plant items, on deposit. It also includes an estimate of the Camp costs (\$1m) for a 30 man camp.

Exploration

Planned expenditure is required to meet minimum Department of Industry and Resources expenditure commitments on tenements. This expenditure will be across all tenements but will be targeted toward those prospects with identified resources and will be focussed on the addition of new resources.

5.4 Pro forma statement of financial position

A pro forma balance sheet of A1 Minerals Limited after completion of the Entitlement Issue prepared on the basis of the unaudited accounts of the Company as at 30 September 2006, and adjusted for the following transactions or assumptions is set out on the next page of this Prospectus:

• 1) the proforma balance sheet sets out two scenarios: Scenario 1 where the full subscription is achieved and an Issue of 29,931,325 new Ordinary Shares is made pursuant to this Prospectus at an Issue price of 19.5 cents, and Scenario 2 where only the minimum subscription is achieved and an Issue of 15,384,615 new Ordinary Shares is made pursuant to this Prospectus at an Issue price of 19.5 cents.
• 2) the estimated expenses of the Entitlement Issue as referred to in Section 6.9 of this Prospectus, being offset against the total proceeds of the issue.

	UNAUDITED	UNAUDITED	UNAUDITED
	30 September 2006	Proforma Full Subscription	Proforma Minimum Subscription
Current Assets
Cash Assets	1,354,146	6,930,754	4,094,146
Receivables	176,588	176,588	176,588
Total Current Assets	1,530,734	7,107,342	4,270,734
Non Current Assets
Other Financial Assets,	375,000	375,000	375,000
Property, Plant and Equipment	238,213	238,213	238,213
Exploration Expenditure Carried Forward	9,157,177	9,157,177	9,157,177
Total Non Current Assets	9,770,390	9,770,390	9,770,390
Total Assets	11,301,124	16,877,732	14,041,124
Current Liabilities
Payables	263,535	263,535	263,535
Interest Bearing Liabilities	40,160	40,160	40,160
Total Current Liabilities	303,695	303,695	303,695
Non Current Liabilities
Interest Bearing Liabilites	54,406	54,406	54,406
Total Non Current Liabilities	54,406	54,406	54.406
Total Liabilities	358,101	358,101	358,101
Net Assets	10,943,023	16,519,631	13,683,023
Equity
Contributed Equity	11,190,820	16,767,428	13,930,820
Accumulated Losses	(359, 982)	(359, 982)	(359, 982)
Equity Compensation Reserve	97,185	97,185	97,185
Asset Fair Value Adjustment Reserve	15,000	15,000	15,000
Total Equity	10,943,023	16,519,631	13,683,023

5.5 Market Price of Shares

The highest and lowest market sale prices of the Company's Shares on the ASX during the 3 months immediately preceding the date of lodgement of this Prospectus with the ASIC and the respective dates of those sales were:

Highest:	\$0.27 cents	10 November 2006
Lowest:	\$0.195 cents	15 August 2006

The latest available market sale price of the Company's Shares on ASX prior to the date of lodgement of this Prospectus with the ASIC was \$ 0.24 cents per Share on 21 November 2006.

5.6 Dividend policy

The Shares issued will rank pari passu in all respects (including dividend and bonus issues) with all existing Shares in the capital of the Company from the date of allotment and issue. As the Company is an exploration company, the Directors are not able to say when and if dividends will be paid in the future, as the payment of any dividends will depend on the future profitability, financial position and cash requirements of the Company. There have been no dividends paid by the Company up to the date of this Prospectus.

Additional Information 6.

$6.1$ Rights Attaching to New Shares

The New Shares issued by the Company will rank equally in all respects with the Company's existing Shares. The rights attaching to Shares arise from a combination of the Company's Constitution, the Listing Rules, statute, including the Corporations Act, and general law.

Copies of the Company's Constitution are available for inspection during business hours at the Company's registered office. The clauses of the Constitution contain the internal rules of the Company and define matters such as the rights, duties and powers of its Shareholders and Directors, including provisions to the following effect (when read in conjunction with the Corporations Act or Listing Rules):

$(a)$ Shares

The issue of Shares in the capital of the Company and Options over unissued Shares by the Company is under the control of the Directors, subject to the Corporations Act, Listing Rules and any rights attached to any special class of Shares.

$(b)$ Transfer of Shares

The Company participates in the electronic Share registration and transfer system known as CHESS operated by ASX under the Security Clearing House Business Rules, Accordingly, the Company will issue holding statements in lieu of Share certificates. The Company will not charge any fee for registering a transfer of Shares. The Directors may refuse to register a transfer of Shares, or request SCH to apply a holding lock to prevent a proper SCH transfer, in the circumstances identified in the Constitution or as otherwise permitted or required under the Corporations Act or Listing Rules.

$(c)$ Meetings of Members

Directors may call a meeting of members whenever they think fit. Members may call a meeting as provided by Section 249D of the Corporations Act. The Constitution contains provisions prescribing the content requirements of notices of meetings of members and all members are entitled to a notice of meeting. A meeting may be held in two or more places linked together by audio-visual communication devices. A quorum for a meeting of members is two natural persons, each of whom is or represents different Shareholders who are eligible to vote.

The Company holds annual general meetings in accordance with the Corporations Act and the Listing Rules.

$(d)$ Voting Rights

Subject to any rights or restrictions for the time being attached to any Shares or class of Shares of the Company, each member of the Company is entitled to receive notice of, attend and vote at a general meeting. Resolutions of members will be decided by a show of hands unless a poll is demanded. On a show of hands each eligible voter present has one vote. However, where a person present at a general meeting represents personally or by proxy, attorney or representative more than one member, on a show of hands the person is entitled to one vote only despite the number of members the person represents.

On a poll each eligible member has one vote for each fully paid Share held and a fraction of a vote for each partly paid Share determined by the amount paid up on that Share.

$(e)$ Directors

Under the provisions of the Constitution, unless changed by the Company in general meeting, the minimum number of Directors is three. The existing Directors and the Company in general meeting may appoint a new Director to fill a casual vacancy or as an addition to the Board. Any such Director must retire at the next following annual general meeting under the Constitution. (at which meeting he or she may be eligible for election as a Director). No Director, other than the Managing Director, may hold office for longer than three years without submitting himself or herself for re-election at the next following annual general meeting.

The business of the Company is to be managed by or under the direction of the Directors. The Directors are not required by the Constitution to hold any Shares in the Company.

$(f)$ Dividends

Subject to any rights attaching to Shares which may in the future be issued with special or preferred rights, the Directors may fix the amount, the time for payment and the method of payment of a dividend. Subject to any special rights attaching to Shares (such as preference Shares), dividends will be paid proportionately to the number of Shares held by each member. The Company is not required to pay any interest on dividends.

Officers: Indemnities and Insurance $(q)$

Under the Constitution, to the extent permitted by law, the Company indemnifies every person who is or has been a Director or Secretary of the Company against a liability incurred by that person in his or her capacity as a Director or Secretary provided that the liability does not arise out of conduct involving his or her own dishonesty, negligence. lack of good faith or breach of duty. The Company may also pay the premiums on Directors and officers liability insurance in accordance with Corporations Act.

$(h)$ Winding Up

If on a winding up of the Company there remains a surplus, then under the Constitution and subject to any rights attaching to Shares which may in the future be issued with special or preferred rights, all assets representing the surplus that may be legally distributed among Shareholders shall be so distributed in proportion to the number of Shares held by each Shareholder.

$(i)$ ASX Listing Rules

Despite anything in the Constitution, 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, the 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 to contain a provision, the Constitution is deemed to contain that provision or not to 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 to contain that provision to the extent of the inconsistency.

$6.2$ Material contracts

The Directors are of the view that the Company's only material contract at the date of this Prospectus is the Underwriting Agreement entered into between the Company and Intersuisse Limited (Underwriting Agreement) dated 9 November 2006.

Intersuisse has been appointed on a sole basis to arrange and manage the Issue of the New Shares. Under the terms of the Underwriting Agreement, Intersuisse will partly underwrite the Issue of the New Shares for at least \$3,000,000 by subscribing for the proportion of Shortfall Shares at 19.5 cents per share. In addition to having the sole authority to allocate Shortfall Shares, Intersuisse has first rights to place non-underwritten Shortfall Shares on a best endeavours basis.

The Company is required to ensure that this Prospectus complies with all relevant requirements of the Corporations Act and Listing Rules and that due diligence is completed to the satisfaction of Intersuisse.

Upon completion of an underwriting of at least \$3,000,000, the Company is obliged to give Intersuisse a first right of refusal to manage and arrange any capital raising involving more than one investor within 6 months or 12 months if the underwriting exceeds \$5,000,000.

The Company has agreed to pay Intersuisee a management fee for advisory services associated with the preparation of this Prospectus and a capital raising fee which is to be calculated as a percentage of the final underwritten amount. The Company is also required to reimburse Intersuisse for costs and disbursements incurred by Intersuisse in connection with the underwriting of this Prospectus.

The Company has also agreed to indemnify Intersuisse against any loss suffered or claim made against Intersuisse in connection with reasonable reliance on information provided by the Company or any breach by the Company of its obligations under the Underwriting Agreement.

Intersuisse may terminate or reduce its obligations under the Underwriting Agreement in the event of certain circumstances including:

$(a)$ any default by the Company of its obligations under the Underwriting Agreement;

• $(b)$ if the Issue is deemed by ASIC or a judicial body to fail to comply with the Corporations Act or other statutes:
• $(c)$ the occurance of a material adverse change in the condition or financial position of the Company;
• $(d)$ changes to the closing values of various indices, the gold price or the Company Share price; and
• $(e)$ if Eligible Shareholders or other parties introduced by the Company do not submit valid Applications for at least \$1,000,000.

$6.3$ Company is a Disclosing Entity

The Company is a disclosing entity under the Corporations Act. It is subject to regular reporting and disclosure obligations under both the Corporations Act and the Listing Rules. Copies of documents lodged with the ASIC in relation to the Company may be obtained from, or inspected at, an ASIC office.

Those obligations include being required to notify the ASX immediately of any information concerning the Company which it is, or becomes, aware of and which a reasonable person would expect to have a material effect on the price or value of the Shares. Exceptions apply for certain information which does not have to be disclosed.

Other documents that are required to be lodged include:

• $(a)$ half yearly reports and annual financial statements, to be provided to the ASX within 75 days of the end of each half and full year accounting period respectively: and
• $(b)$ quarterly activities reports together with cash flow statements, to be lodged with the ASX within a specified time after the end of each quarterly accounting period.

$6.4$ Inspection and copies of documents

Copies of documents lodged by the Company in connection with its reporting and disclosure obligations may be obtained from, or inspected at, an office of the ASIC. The Company will provide free of charge to any person who requests it during the period of the Issue, a copy of:

• the Annual Report of the Company for the year ended 30 June 2006, being the last financial $(a)$ year for which an annual financial report has been lodged with the ASIC in relation to the Company before the issue of this Prospectus:
• $(b)$ the following continuous disclosure notices given by the Company to notify the ASX of information relating to the Company during the period from the date of lodgement of the Annual Report referred to in paragraph (a) and before the date of issue of this Prospectus:

Date Lodged	Subject of Announcement
29 September 2006	Full Year Financial Statements
16 October 2006	Aegis Equities Research Report
27 October 2006	Change in Directorship
27 October 2006	2006 Annual Report and Notice of Annual General Meeting
31 October 2006	September Quarter Activities Report and Cash Flow Report
10 November 2006	Final Directors Interest Notice

The documents referred to in subparagraph (b) above are not included in, and do not accompany, this Prospectus.

In addition, the following documents are available for inspection throughout the application period of this Prospectus during normal business hours at the registered office of the Company at Suite 34, 25 Walters Drive Osborne Park, Western Australia:

(a) this Prospectus:

• the Company's Constitution; and $(b)$
• $(c)$ the consents referred to in Section 6.10 and the consents provided by the Directors to the issue of this Prospectus.

$6.5$ Directors' Interests

Except as disclosed in this Prospectus, no Director, and no firm in which a Director is a partner:

• has any interest nor has had any interest in the last two years prior to the date of this $(a)$ Prospectus in the formation or promotion of the Company, the Offer of property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer: or
• $(b)$ has been paid or given or will be paid or given any amount or benefit to induce him or her to become, or to qualify as, a Director, or otherwise for services rendered by him or her in connection with the formation or promotion of the Company or the Offer (refer Section 6.6 below).

$6.6$ Directors' Interests in Company Securities

No Director as at the date of this Prospectus has a relevant interest in any securities of the Company other than as set out below:

Director	Shares 1	Shares 2	Options 3
Michael Hunt	$\overline{\phantom{a}}$	$\overline{r}$	1,250,000
John Williams	6,416,666	4,416,668	7,750,000
Peter Thomas	$\mathbf{r}$	1,064,334	250,000

¹ Held directly

² Held by companies /related parties in which Directors have some voting and/or dispositive power

Shares are held by John Williams wife, Debbie Williams and other family members.

Peter Thomas holds Shares through 'College Holdings Pty Ltd', a company of which Mr Thomas is a Director. College Holdings acts as trustee for the Thomas Family Trust and the Thomas Superannuation Fund both of which Mr Thomas is a beneficiary.

³ The Options are issued to each of the Directors in their own names are exercisable as follows:

1,000,000 issued to Mr Hunt are exercisable at 30 cents on or before 30 November 2006

7,500,000 issued to Mr Williams are exercisable at 30 cents on or before 30 November 2006

250,000 issued to each Director and exercisable at 40 cents each on or before 30 November 2007

$6.7$ Directors' remuneration and interests

The Directors' remuneration in the form of fees, consultancy fees, service fees or other emoluments of this type, nature and amount for the twelve months to 30 June 2006, and for the previous twelve months to 30 June 2005, are set out below:

Remuneration of Directors And Executives	Year	Fees	Salarv	Super- annuation	Equity Compensa- tion	Other	Total
Directors
Michael Hunt, Chairman	2006	22.935	$\overline{m}$	2.065	14,725	$\overline{r}$	39.725
(Since 31 October 2003)	2005	22.935		2.065	$\overline{r}$		25.000
John Williams, Director	2006	$-$	191.695	22,369	14,725	14,063	242.852
(Chief Executive Since)
29 May 2002)	2005		150.150	13.512	$\overline{ }$	13.067	176,729
Peter Thomas, Director	2006	22.935	$\overline{a}$	2.065	14,725	$\overline{a}$	39.725
(Since 17 April 2003)	2005	22,935	$\overline{\phantom{a}}$	2.065		$\overline{ }$	25.000
Total All Directors	2006	68.805	191.695	28.564	58,900	14.063	362.027
	2005	68.805	150.150	19.707		13.067	251.729

During the 2005 and 2006 financial years, Mr Roy Dudney was a Non Executive Director of the Company and his remuneration details are set out below. The Company advised the ASX and its Shareholders that Mr Dudney passed away on 10 October 2006.

Remuneration of Directors And Executives	Үеаг	Fees	Salarv	Super- annuation	Eauitv Compensa-	Other	Total
Roy Dudney, Director	2006	22.935	$\overline{a}$	2.065	14.725	$\overline{a}$	39.725
(Appointed 29 May 2002) ceased 10 October 2006)	2005	22.935	$\overline{ }$	2.065	$-$	$-$	25,000

The proposed Director Mr Tim Hronsky has not received any fees or other payments from the Company in the last two years.

More detail can be found in the 2006 A1 Minerals Limited Annual Report and specifically in Note 20 or in the Remuneration Report contained in the Directors Report.

All consulting and other services provided to the Company are based on normal commercial terms.

6.8 Interests of Other Persons

Except as disclosed in this Prospectus, no expert, promoter or other person named in this Prospectus as performing a function in a professional, advisory or other capacity:

• has any interest nor has had any interest in the last two years prior to the date of this $(a)$ Prospectus in the formation or promotion of the Company, the Offer or property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer: or
• $(b)$ has been paid or given or will be paid or given any amount or benefit in connection with the formation or promotion of the Company or the Offer.

Hunt and Humphry will be paid approximately \$6,500 (including GST) in fees for legal services in connection with the Offer. Hunt and Humphry may be paid further amounts in accordance with its ordinary time charges.

Intersuisse Limited will receive an amount of \$40,000 for corporate advice in relation to the Offer, this amount is in addition to the underwriting fee of 6% payable on the underwritten amount.

6.9 Expenses of Issue

The estimated expenses of the Issue are as follows:

ASIC Lodgement Fee	2,010
ASX Quotation Fee	12.000
Underwriting Fee*	180,000
Corporate Advisory Fee *	40,000
Share Registry Expenses	8,500
Legal Expenses	6.500
Printing, Mailing and Other Expenses	10,990
Total	260,000

* These fees are payable to the Underwriter, the fee shown assumes the total underwritten amount (being \$3,000,000) is met by the underwriter.

$6.10$ Consents

Each of the parties referred to in this Section:

$(a)$ does not make, or purport to make, any statement in this Prospectus or on which a statement made in the Prospectus is based other than as specified in this Section; and

$(b)$ to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section.

The following consents have been given in accordance with the Corporations Act and have not been withdrawn as at the date of lodgement of this Prospectus with the ASIC:

Hunt and Humphry has given, and as at the date hereof, has not withdrawn its written consent to be named as the solicitors for the Company in the form and context in which it is named.

Intersuisse Limited has given, and as at the date hereof, has not withdrawn its written consent to be named as the underwriter for the Company in the form and context in which it is named

Computershare Investor Services Pty Ltd has given, and, as at the date hereof, has not withdrawn, its written consent to be named as share registrar in the form and context in which it is named. Computershare Investor Services Pty Ltd has had no involvement in the preparation of any part of this Prospectus other than being named as share registrar of the Company. Computer Investor Services Pty Ltd has not authorised or caused the issue of, and expressly disclaims and takes no responsibility for, any part of this Prospectus.

$6.11$ Option Terms

Terms and Conditions:

• (a) Each Option shall be issued free for no consideration.
• (b) Each Option entities the holder to subscribe for one (1) Share upon payment of the exercise price.
• (c) The Options will lapse at 5.00pm Western Standard Time on 30 November 2008.
• (d) It is intended that the Options will be listed for official quotation on the ASX.
• (e) There are no participating rights or entitlements inherent in these Options and holders of the Options will not be entitled to participate in new issues of capital which may be offered to Shareholders during the currency of the Options.

However. Option Holders have the right to exercise their Options prior to the date of determining entitlements to any capital issues to the then existing Shareholders of the Company made during the currency of the Options, and will be granted a period of at least seven (7) business days before books closing date to exercise the Options.

• (f) In the event of any re-organisation (including reconstruction, consolidation, subdivision, reduction or return) of the issued capital of the Company, the Options will be re-organised as required by the Listing Rules, but in all other respects the terms of exercise will remain unchanged.
• (q) The Options shall be exercisable by 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 held by them accompanied by an Option Certificate and a cheque made payable to the Company for the subscription monies for the Shares. An exercise of only some Options shall not affect the rights to the Option Holder to the balance of the Options held by him.
• (h) The Company shall allot the resultant Shares and deliver a statement of holdings on the holder's identification number within five (5) business days of the exercise of the Options.
• Shares allotted pursuant to an exercise of Options shall rank, from the date of allotment, equally with $\left(\mathbf{i}\right)$ existing Shares of the Company in all respects.
• The Company shall within five (5) business days make an application to have those Shares allotted pursuant to an exercise of Options listed for official quotation by the Australian Stock Exchange Limited.

$\overline{7}$ . Authorisation

This Prospectus is authorised by each of the Directors and the proposed Director of the Company.

This Prospectus is signed for and on behalf of the Company by:

John Williams Managing Director

Dated:

8. Glossary of Terms

These definitions are provided to assist persons in understanding some of the expressions used in this Prospectus.

"Acceptance" means a valid application for New Shares made pursuant to this Prospectus on an Entitlement and Acceptance Form.

"Annual Report" means the financial report lodged by the Company with ASIC on 27 October 2006, in respect to the year ended 30 June 2006, and includes the corporate directory, chairman's report, review of activities, Shareholder information, financial report of the Company and its controlled entities for the year ended 30 June 2006, together with a Directors' Report in relation to that financial year and the Auditor's Report on that Financial Report.

"Applicant" means a person who submits an Entitlement and Acceptance Form.

"Application Monies" means application monies for New Shares received by the Company.

"ASIC" means Australian New Shares and Investments Commission.

"ASTC" means ASX Settlement and Transfer Corporation Pty Ltd ACN 008 504 532.

"ASX" means Australian Stock Exchange Limited ACN 008 129 164.

"Board" means the Directors of the Company meeting as a board.

"Business Day" means Monday to Friday inclusive, other than a day that ASX declares is not a business dav.

"CHESS" means ASX Clearing House Electronic Subregistry System.

"Closing Date" means 19 December 2006 or such later date as the Directors may determine.

"Company" means A1 Minerals Limited ACN 100 727 491.

"Constitution" means the constitution of the Company as at the date of this Prospectus.

"Corporations Act" means the Corporations Act (Cth) 2001.

"Directors" means the Directors of the Company as at the date of this Prospectus.

"Eligible Shareholder" means a person registered as the holder of Shares on the Record Date whose registered address is in Australia or New Zealand.

"Entitlement" means the right of a Shareholder to subscribe for New Shares offered by this Prospectus.

"Entitlement and Acceptance Form" or "Form" means the entitlement and acceptance form attached to this Prospectus that sets out the entitlement of Shareholders to subscribe for New Shares pursuant to the Issue.

"Financial Report" means the financial report of the Company within the meaning of the Corporations Act.

"Issue" or "Offer" means the non renounceable pro rata offer by the Company pursuant to this Prospectus of up to 29,931,325 New Shares, each at 19.5 cents to Eligible Shareholders on the basis of one New Share for every 2 Shares held.

"Issuer Sponsored" means securities issued by an issuer that are held in uncertificated form without the holder entering into a sponsorship agreement with a broker or without the holder being admitted as an institutional participant in CHESS.

"Listing Rules" means the Listing Rules of ASX.

"New Shares" means Shares issued pursuant to this Prospectus.

"Offer Price" means 19.5 cents for every New Share.

"Official List" means the official list of ASX.

"Official Quotation" means quotation of New Shares on the Official List.

"Option" means, at any time, an option to subscribe for 1 Share issued or granted by the Company subject to the conditions as contained in this Prospectus.

"Prospectus" means this Prospectus dated 23 November 2006.

"Record Date" means 5.00pm (WST) on 4 December 2006, being the date for the determination of entitlements of Shareholders of the Company to participate in the Offer.

"Section" means a Section of this Prospectus.

"SCH" means Securities Clearing House.

"Shareholders" means holders of Shares.

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

"Shortfall Securities" means that number of Shares that have not been applied for by Shareholders in respect of their Entitlement by the Closing Date.

"Shortfall Application Form" means the application for to subscribe for Shortfall securities.

"\$" means Australian dollars.

"WST" means Western Standard Time, being the time in Perth, Western Australia.

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

A1 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).

	+ Class of + securities issued or to be Ordinary fully paid shares
	issued	30 November 2008 Options
2	Number of securities issued or to	29,931,325 Ordinary Fully Paid Shares
	be issued (if known) or maximum	14,965,663 30 November 2008 Options
	number which may be issued	(To be confirmed depending on acceptances)
3	Principal terms of the $\pm$ securities $\vert N/A \rangle$
	(eg, if options, exercise price and
	expiry date; if partly paid
	*securities, the amount outstanding
	and due dates for payment; if
	+convertible securities. the
	conversion price and dates for

conversion)

⁺ 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? If the additional securities do not rank equally, please state: the date from which they do extent to which the they participate for the next dividend, οf the case (in ā 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	Yes
5	Issue price or consideration	attaching option for every 2 new shares	19.5 cents each fully paid share and free
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	1. Finalising Feasibilty and Mine development; 2. Ongoing resource delineation and exploration; and 3. Working capital
7	Dates of entering *securities into uncertificated holdings or despatch of certificates	21 December 2006
		Number	+ Class
8	Number $^{\ast}$ class and οf΄ all *securities quoted ASX - on (including the securities in clause 2 if applicable)	89,793,974 (T O ) be confirmed depending on acceptances)	Ordinary fully paid

⁺ See chapter 19 for defined terms.

		Number	+ Class
9	Number and class of all	9,500,000	Options
	*securities not quoted on ASX	30c Options expiring
	(including the securities in clause) 2 if applicable)	30 November 2006
		1,650,000	Options
		40c Employee Options
		expiring 30 November 2007
		14,965,663	Options
		25c Options expiring
		30 November 2008
		(To be confirmed
		depending on
		acceptances)

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

Part 2 - Bonus issue or pro rata issue

11	holder approval security Is required?	N 0
12	Is the issue renounceable or non- renounceable?	Non Renounceable
13	Ratio in which the "securities will be offered	One for two
14	Class of securities to which the offer relates	Ordinary fully paid
15	*Record determine date to. entitlements	4 December 2006
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	No
17	Policy for deciding entitlements in relation to fractions	Any fraction will be rounded down to the nearest whole number
18	Names of countries in which the entity has "security holders who will not he sent issue new documents Note: Security bolders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.

$\div$ See chapter 19 for defined terms.

Appendix 3B New issue announcement

19.	Closing date for receipt οf acceptances or renunciations	19 December 2006
20	Names of any underwriters	Intersuisse Limited
21	Amount of any underwriting fee or commission	\$180,000 (6% of underwritten amount) \$40,000 (advisory fee)
22	Names of any brokers to the issue	N/A
23.	Fee or commission payable to the broker to the issue	6% on any shortfall placed, if any.
24	any handling fee Amount of payable to brokers who lodge acceptances or renunciations on behalf of *security holders	N/A
25.	If the issue is contingent on "security holders" approval, the date of the meeting	No
26.	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	5 December 2006
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	Option holders will be sent a notice as at the date of this announcement.
28	Date rights trading will begin (if applicable)	N/A
29	Date rights trading will end (if applicable)	N/A
30	How do "security holders sell their entitlements in full through a broker?	N/A
31	How do *security holders sell part of their entitlements through a broker and accept for the balance?	N/A

⁺ See chapter 19 for defined terms.

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

33 *Despatch date $N/A$

21 December 2006.

Part 3 - Quotation of securities

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

• 34 Type of securities (tick one)
• Securities described in Part 1 $\left( a\right)$
• All other securities $(b)$ 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

				Tick to indicate you are providing the information or
documents

• 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
• 36 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

35

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
• Class of *securities for which 39 quotation is sought
• 40 Do the "securities rank equally in all 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)

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

Number	+Class

⁺ See chapter 19 for defined terms.

Quotation agreement

• $\mathbf{I}$ *Quotation 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 $\bullet$ 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 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.

⁺ 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.

In Etétle

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

23 November 2006 ......................................

Sign here:

(Company secretary)

MARK PITTS

Print name:

---

⁺ See chapter 19 for defined terms.

23 November 2006

(SHAREHOLDER) (ADDRESS)

Dear Shareholder,

A1 Minerals Limited (A1 Minerals) Entitlement Issue - Notification Details

ACTION REQUIRED BY 19 DECEMBER 2006

On 23 November 2006 A1 Minerals announced a non renounceable pro rata entitlement issue of up to 29,931,325 New Shares at a an issue price of 19.5 cents each on the basis of 1 New Share for every 2 Shares held at the Record Date to raise up to \$5,836,608.

In addition for every 2 New Shares issued, including any Additional Shares, the holder will receive 1 New Option exercisable at 25 cents on or before 30 November 2008.

The offer is partially underwritten for \$3,000,000 by Intersuisse Limited AFSL 246827.

The issue is conditional on the company receiving minimum subscriptions of \$3,000,000.

On 23 November 2006 A1 Minerals lodged a Prospectus setting out the details of the Entitlement Issue with the Australian Securities and Investments Commission.

A copy of the Prospectus was also lodged with the Australian Stock Exchange Ltd (ASX) on the same date, and is available, for information only, on the websites of ASX and A1.

The Prospectus will be sent to all shareholders in Australia and New Zealand shortly.

Foreign Shareholders

Shareholders with registered addresses outside of Australia and New Zealand are not eligible to participate in the entitlement issue.

Summary of Key Information

A summary of key information is set out below for your information:

Type of Offer	Non Renounceable Entitlement Issue of up to 29,931,325 new ordinary fully paid shares
Offer Price	19.5 cents per share
Offer Ratio	1 new share for every 2 held at the record date

Proposed Timetable

The current proposed timetable for the Entitlement Issue is set out below. The dates are indicative only and A1 reserves the right to vary the dates subject to the Corporations Act 2001, the ASX Listing Rules and other applicable law.

Prospectus date	23 November 2006
Securities quoted on an 'ex' basis	28 November 2006
Record Date (for determining shareholders' entitlements to receive an issue of new shares under the Entitlement Issue)	4 December 2006
Entitlement and Acceptance form and Prospectus dispatched to Shareholders	5 December 2006
Closing date of Entitlement Issue	19 December 2006
Notify ASX of under subscriptions	20 December 2006
Dispatch of Shareholder Statements	21 December 2006

Dealing with Entitlements

The Entitlement Issue is non-renounceable, which means if shareholders do not wish to take up their entitlement they cannot sell their entitlement it simply lapses.

Accordingly Shareholders have the following options in relation to the Entitlement Issue:

• Take up their Entitlement in full
• Take up part of their Entitlement
• Allow their Entitlement to lapse

The Entitlement Issue is partially underwritten to a level of \$3,000,000 and the Directors have reserved the right to place any shortfall.

For further information on your entitlement please contact your stockbroker or A1's share registrar:

Computershare Investor Services Pty Limited 1300 557 010 (within Australia) or +61 3 9415 4000 (outside Australia) Telephone: Facsimile: (08) 9323 2033 (within Australia) or +61 8 9323 2033 (outside Australia)

Yours faithfully

MARK PITTS Company Secretary