BRIGHTSTAR RESOURCES LIMITED — Capital/Financing Update 2007

Nov 12, 2007

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AUSTRALIAN STOCK
EXCHANGE CODE AAM
Current Issued Capital: 89,846,384 Ordinary Fully Paid Shares Market Cap at 30 cents $26.9M Cash at Bank: $4.7M
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13 November 2007

ASX ANNOUNCEMENT

PLACEMENT FOR ADDITIONAL WORKING CAPITAL RAISES $1.5 MILLION

A1 Minerals is pleased to advise that Directors have agreed to the placement today of 5,357,142 fully paid ordinary shares to a sophisticated and professional investor.

A1 Minerals Limited (A1) has agreed to place 5,357,142 ordinary shares with RMB Resources Limited as trustee for the Telluride Investment Trust. This placement is being made at 28 cents to raise $1.5 million and will represent approximately 5.6% of the post placement issued capital. RMB Resources Limited (RMB) is the resources merchant banking business of Rand Merchant Bank a member of the FirstRand Group. RMB focuses on providing equity and debt finance to small to mid-sized resource clients in Australia, North America, Europe and South Africa.

The Directors are very pleased to welcome RMB Resources Limited as a shareholder.

The placement funds will be used by A1 to supplement existing funds to:

• a) assist in finalising the BrightStar Gold Project Feasibility;

• b) meet the Company’s 2008 exploration program;

• c) commence an evaluation and planning process on the Company’s recently announced Nickel Targets at the Narnoo Exploration Project.

Following the allotment and issue of these ‘placement shares’ A1 will have a total of 95,203,526 listed shares on issue.

Please find attached an Appendix 3b applying for quotation of the placement shares in the Company. In addition the Company has also provided notice under section 708A(5) of the Corporations Act 2001 and this Notice is attached.

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

On behalf of A1 Minerals Limited

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Mark Pitts

Company Secretary

Section 708 Notice

Notice under section 708A(5)(e) of the Corporations Act 2001 (Cth)

(ASX Code: AAM)

A1 Minerals Limited ( AAM ) seeks to rely on section 708A(5) of the Corporations Act 2001 (Cth) ( the Act ) and gives notice under section 708A(5)(e) of the Act of the following details:

• on 13 November 2007 AAM issued 5,357,142 ordinary fully paid shares (Shares);

• AAM issued the Shares without disclosure to investors under Part 6D.2 of the Act;

• as at the date of this notice, AAM has complied with:

• the provisions of Chapter 2M of the Act as they apply to AAM; and

• section 674 of the Act; and

• as at the date of this notice, there is no information to be disclosed that is ‘excluded information’ within the meaning of and as required by sections 708A(7) and (8) of the Act.

On behalf of A1 Minerals Limited

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Mark Pitts Company Secretary

Appendix 3B New issue announcement

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, 24/10/2005.

Name of entity

A1 MINERALS LIMITED

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).

1 +Class of+securities issued or to be issued 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 expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Ordinary Shares
	5,357,142 Ordinary Shares

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

Appendix 3B New issue announcement

• 4 Do the[+] securities rank equally in all Yes rank equally in all respects with the respects from the date of allotment Company’s issued ordinary fully paid shares. 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

• 5 Issue price or consideration

$0.28

• 6 Purpose of the issue Shares issued to assist with the finalisation of (If issued as consideration for the the BrightStar Gold Project feasibility study; acquisition of assets, clearly identify commence the review of Nickel targets those assets) identified at the Narnoo Exploration Project and for working capital.

• 7 Dates of entering[+] securities into 14 November 2007 uncertificated holdings or despatch of certificates

Number +Class 8 Number and +class of all 95,203,526 Ordinary fully paid +securities quoted on ASX shares ( including the securities in clause 2 if applicable) 14,690,348 Options expiring 30 November 2008 exercisable at 25c each

• See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 2

Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	9,500,000 1,650,000 700,000	Options expiring 31 December 2009 exercisable at 35c each Options expiring 30 November 2007 exercisable at 40c each Options expiring 30 June 2010 exercisable at 30c each
	N/A

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval 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 date to determine 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 receipt of acceptances or renunciations 20 Names of any underwriters	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3

Appendix 3B New issue announcement

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? 32 How do+security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 4

Appendix 3B New issue announcement

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 )

• (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

• 35 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 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

• 38 Number of securities for which N/A +quotation is sought

39 Class of +securities for which N/A quotation is sought

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5

Appendix 3B New issue announcement

• 40 Do the[+] securities rank equally in all N/A 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)

41 Reason for request for quotation N/A 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 +Class 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 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

• See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 6

Appendix 3B New issue announcement

• 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.

• 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.

• 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.

• 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.

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Sign here: ............................................................ Date: ....13 November 2007......... (Director/Company secretary)

Print name: .Mark Pitts........................................................

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• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7