BRIGHTSTAR RESOURCES LIMITED — Capital/Financing Update 2009

Oct 12, 2009

AUSTRALIAN STOCK EXCHANGE CODE AAM

13 October 2009

ASX ANNOUNCEMENT

PLACEMENT TO RAISE $1.9 MILLION COMPLETED

The directors of A1 Minerals Limited (A1 or the “Company”) are pleased to announce that the Company has finalised a placement of approximately 10.4 million new shares at an issue price of $0.19 each to raise approximately AUD$1.9 million, after costs. The placement was completed without brokerage and associated costs.

The placement, which has been made to private investors including employees and contractors and has been made pursuant to the Company’s ASX Listing Rule 7.1 (15%) placement authority (“Initial Placement”).

The funds will be used for working capital and to help fund tenement expenditure requirements on the A1’s extensive ground holdings.

The directors are of the view that this raising together with the recently completed non-core tenement sale, that netted AUD$1m, will provide the group with sufficient funding for the immediate future.

The directors have also resolved to issue 500,000 ordinary shares following completion of the purchase of an exploration tenement (previously announced) adjacent to the Beta Gold Mine, as part of the South Laverton portion of the BrightStar Gold Project.

Details of both share issues are set out in an Appendix 3B which is attached for immediate release.

Yours sincerely On behalf of the Board

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Mark Pitts Company Secretary

Suite 34, 25 Walters Drive, Osborne Park WA 6017 Telephone (618) 9244 1400 Facsimile (618) 9244 1600 Email info@a1minerals.com.au Website www.a1minerals.com.au ABN 44 100 727 491

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 Ordinary fully paid shares be issued 2 Number of[+] securities issued or A) 10,474,815 (Placement Shares) to be issued (if known) or B) 500,000 (Tenement Purchase) 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)

• 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 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and+class of all +securities quoted on ASX (_including_the securities in clause 2 if applicable)	Yes	Yes
	A) 19 cents each; B) 15 cents each (Deemed, price at time transaction negotiated)
	A) Shares issued pursuant to placement to private and sophisticated investors for working capital. B) Shares issued in consideration for the purchase of a tenement.
	13 October 2009
	Number	+Class
	160,709,311	Ordinary fully paid shares

• 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
	9,500,000 700,000 3,000,000 1,150,000 5,000,000 6,000,000 2,800,000	Options expiring 31 December 2009 exercisable at 35 cents each Options expiring 30 June 2010 exercisable at 30 cents each Options expiring 31 December 2010 exercisable at 30 cents each Options expiring 31 December 2009 exercisable at 30 cents each Options expiring 31 May 2010 exercisable at 20 cents each Options expiring 30 November 2011 exercisable at 20 cents each Options expiring 23 February 2012 exercisable at 20 cents 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	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

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 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	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

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

Part 3 ‐ Quotation of securities

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

34 Type of securities

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5

Appendix 3B New issue announcement

( 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 6

Appendix 3B New issue announcement

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)	N/A
	N/A
	Number	+Class

Quotation agreement

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7

Appendix 3B New issue announcement

• 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

• 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 October 2009 (Director/Company secretary)

Print name:

.Mark Pitts........................................................

== == == == ==

• See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 8