BRIGHTSTAR RESOURCES LIMITED — Capital/Financing Update 2006

Jun 25, 2006

26 June 2006

The Companies Announcement Office Australian Stock Exchange Level 10 Exchange Centre 20 Bond Street SYDNEY NSW 2000

Dear Sir / Madam.

MAJOR GOLD ACQUISITION COMPLETED

Please find attached an announcement for immediate release, together with an Appendix 3b applying for quotation of the ordinary shares issued in partial consideration for the acquisition.

For recent announcements and further information please contact Managing Director John Williams or refer to our web site www.a1minerals.com.au.

Yours sincerely,

John Williams B.Sc. MAusIMM Managing Director

The information in this report that relates to exploration results is based on information compiled by Mr John Williams, who is a member of the Australasian Institute of Mining and Metallurgy. Mr Williams is a full time employee of A1 Minerals Limited and has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a competent person as defined in the 2004 Edition of the "Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Mr Williams consents to the inclusion in the report of the matters based on his information in the form of context in which it appears.

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

Announcement to the ASX Monday 26 June 2006

• MAJOR GOLD ACQUISITION COMPLETED
• EXPLORATION EXPECTED TO UPGRADE AND EXPAND RESOURCES
• FEASIBILTY STUDY WELL UNDERWAY FOR DECISION TO MINE

BRIGHTSTAR GOLD PROJECT

The Directors of A1 Minerals Limited (A1) are pleased to announce the completion of the agreement to purchase 100% interest in West Australian Metals Limited (WME) Laverton Gold assets.

The tenements and prospects have been incorporated into the BrightStar Gold Project (Table 1 and Figure 1).

Pursuant to the purchase agreement, 2,000,000 shares have been allotted to WME's subsidiary Bronzewing Gold Ltd (Bronzewing). Bronzewing has agreed to a voluntary twelve month's escrow on the shares and to consult with A1 before any substantial disposal of shares after that date.

The land holding's prospectivity is amongst the best in the region. A1 now has the potential to be a high grade producer with satellite ore bodies feeding a common process facility. Feasibility studies are currently underway to ascertain the best treatment option.

Table 1: BrightStar Gold Project Resource Summary

BrightStar	* JORC Resource	Best RC Drill Intercept
Prospect	(oz)	(g/t gold)
Alpha	134,000	12m @ 47.7
Beta	226,260	22m @ 28.6
Gamma		2m @ 27.2
Delta (Cork Tree	17,000	7m @ 66.2
Well)
Epsilon (King of	175.000	4m @ 24.8
Creation/Ben Hur)
Eta (No Mistake)		4m @ 16.3
Zeta (Anchor)	10,700	8m @ 35.6
Theta (Kismet)		4m @ 11.2

* As reported in December 2005

Directors believe A1 now has the resources and prospective ground holdings to assure the longevity of the BrightStar Gold Project.

Exploration programs including reverse circulation drilling are underway to upgrade and expand resources to provide growth as the Company moves towards production. A production decision is expected before the end of this calendar year.

Latest results from exploration programs are expected in the next few weeks.

A1 MINERALS LIMITED

ASX:AAM

Current Issued Capital: 59,862,649 Ordinary Fully Paid Shares Currently Quoted: 57.862.649 Shares Market Cap at 19 cents \$11.3M Cash at Bank: \$2M

BRIGHTSTAR GOLD PROJECT

Near Granny Smith and Sunrise Dam 500 sakms highly prospective area Resource 600,000 ounces and growing High grade gold mineralisation Native Title Agreement Mining Lease granted PFS indicates low cost, strong profits Various treatment options PFS Indicated \$12m-\$25m 1st years profit @ A\$750oz Production decision planned 2006

BrightStar South: Drilling BrightStar Beta's Expansive Pit Floor Ready for Mining

NARNOO EXPLORATION PROJECT

Near Mulga Rocks 10,000t uranium deposit 2,000sokm tenements and applications Prospects for gold and uranium 100% owned by A1 Native Title Agreement Current ground breaking exploration programs

Contact Details: Telephone (618) 9244 1400 Facsimile (618) 9244 1600 Email info@a1minerals.com.au Website www.a1minerals.com.au

BRIGHTSTAR GOLD PROJECT

Figure 1: BrightStar Tenement Holdings Showing Current JORC Resources and Best RC Drill Intercepts

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

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

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

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

Name of entity

AI MINERALS LTD

ABN

44 100 727 491

We (the entity) give ASX the following information.

Part 1 - All issues

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

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

Ordinary

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

2,000,000

⁺ 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 ٠ which the extent to they $\bullet$ 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	ASX	The ordinary shares to be issued rank equally in all respects with the existing ordinary fully paid shares of the Company currently quoted on
5.	Issue price or consideration	28 cents
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	The issue was part consideration for acquisition of tenements.	the
7	Dates of entering *securities into uncertificated holdings or despatch of certificates	29 June 2006
8	+ class of Number all and *securities quoted ASX on (including the securities in clause 2 if applicable)	Number 59,862,649	* Class ORD

$+$ See chapter 19 for defined terms.

		Number	* Class
9	all t class Number and οf "securities not quoted on ASX (including the securities in clause	9,500,000 30c Options expiring	Options
	2 if applicable)	30 November 2006
		1,650,000 40c Employee Options expiring 30 November 2007	Options

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

Part 2 - Bonus issue or pro rata issue

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

⁺ See chapter 19 for defined terms.

Appendix 3B New issue announcement

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

$+$ See chapter 19 for defined terms.

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

33 *Despatch date

Part 3 - Quotation of securities

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

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

Securities described in Part 1

$(b)$

All other securities

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

				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	t Ħ
	sec

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

37

A copy of any trust deed for the additional *securities

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

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

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

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

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

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

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

Number	+ Class

⁺ See chapter 19 for defined terms.

Quotation agreement

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

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

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

⁺ See chapter 19 for defined terms.

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

$ln\zeta$

26 June 2006

Sign here:

...................................... (Director/Company secretary)

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

Mark Pitts

Print name:

== == == == ==

⁺ See chapter 19 for defined terms.