BRIGHTSTAR RESOURCES LIMITED — Capital/Financing Update 2006

Feb 14, 2006

AUSTRALIAN STOCK EXCHANGE CODE AAM

15 February 2006

The Manager Company Announcements Australian Stock Exchange Sydney, NSW

Dear Sir / Madam,

The Directors' of A1 Minerals are pleased to confirm the allotment of 7,400,000 ordinary fully paid shares in the Company to new sophisticated investors. This allotment was made pursuant to a recently announced placement which raised \$1,628,000 for the Company.

These funds will be applied towards the completion of the current pre feasibility on the Company's BrightStar Gold project and continuing the targeted exploration programs at the BrightStar and Narnoo projects.

Please find attached an Appendix 3b applying for quotation of the 7,400,000 shares and as required, a Notice under section 708A(5) of the Corporations Act 2001.

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

Yours faithfully, On behalf of A1 Minerals Limited

In Elette

Mark Pitts Company Secretary

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 : Member of AMEC

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

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

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

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

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

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

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

Yours faithfully, On behalf of A1 Minerals Limited

Un Elike

Mark Pitts Company Secretary

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 : Member of AMEC

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

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

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

Name of entity

AI MINERALS LTD

ABN

44 100 727 491

We (the entity) give ASX the following information.

Part 1 - All issues

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

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

$\overline{2}$ Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued

3 Principal terms of the ⁺securities (eg, if options, exercise price and date; if partly paid expiry *securities, the amount outstanding and due dates for payment; if *convertible securities, the conversion price and dates for conversion)

7,400,000

⁺ 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?	all respects with the existing ordinary fully paid shares of the Company currently quoted on ASX	The ordinary shares to be issued rank equally in
	If the additional securities do not rank equally, please state: the date from which they do which extent to the 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 ùn relation to the next dividend, distribution or interest payment
5.	Issue price or consideration	22 cents
6.	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	exploration program.	The issue was placed to sophisticated investors to assist the Company in completing its pre feasibility and to allow the ongoing 2006
7	Dates of entering *securities into uncertificated holdings or despatch of certificates	16 February 2006
		Number	*Class
8	+ class of all Number and *securities quoted on ASX (including the securities in clause 2 if applicable)	57,862,649	ORD

$+$ See chapter 19 for defined terms.

	Number	* Class
9 all *class Number οf and "securities not quoted on ASX (including the securities in clause )	9,500,000 30c Options expiring 30 November 2006	Options
2 if applicable)	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 Is required?
12	Is the issue renounceable or non- renounceable?
13	Ratio in which the "securities will be offered
14	Class of securities to which the offer relates
15	*Record determine date to entitlements
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
17	Policy for deciding entitlements in relation to fractions
18	Names of countries in which the entity has "security holders who will not be sent new issue documents Note: Security holders must be told how their
	entitlements are to be dealt with. Cross reference: rule 7.7.
19	Closing date for οf receipt acceptances or renunciations

$\overline{\text{+}$ 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	∗£.
	œ
	$\sim$

the *securities are *equity securities, a distribution schedule of the additional ecurities 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.

$ln\zeta$

(Director/Company secretary)

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

Sign here:

15 February 2006

Mark Pitts

Print name:

== == == == ==

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

⁺ See chapter 19 for defined terms.