BRIGHTSTAR RESOURCES LIMITED — Capital/Financing Update 2009

Jun 21, 2009

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AUSTRALIAN STOCK
EXCHANGE CODE AAM
Current Issued Capital: 119,566,861 Ordinary Fully Paid Shares Market Cap at 16 cents $19.1 M
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22 June 2009

ASX ANNOUNCEMENT

Share Purchase Plan and Section 708A Notice

A1 Minerals Limited (A1 or Company) is pleased to announce a Share Purchase Plan (SPP) giving existing shareholders of the Company, at the record date of 22 June 2009, the opportunity to each subscribe for up to $15,000 of additional shares at 13 cents per share.

The subscription price of 13 cents per share represents a 20% discount to the volume weighted average price for the 5 business days preceding this announcement, and has been set to serve as an incentive for existing shareholders to increase their investment in A1.

Funds raised from the offer will principally be used to complete the construction of site infrastructure and the purchase of ancillary plant and equipment, as well as provide funding for ongoing operations.

Please find attached a copy of an offer letter and terms and conditions in respect of the offer and a Notice under Section 708A of the Corporations Act 2001.

Yours sincerely

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Mark Pitts Company Secretary - A1 Minerals Limited

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

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22 June 2009

Dear Shareholder,

SHARE PURCHASE PLAN

A1 Mineral Ltd’s (A1 or the Company) is achieving a number of milestones as it moves steadily and cautiously to towards development of the BrightStar Gold Project (BGP). The Directors want to provide shareholders with the opportunity to share in the Company’s success and it gives me great pleasure to invite you to participate in the Company’s Share Purchase Plan.

Background to the offer

2009 is already a watershed year for A1 with the announcement of our maiden reserve and the commencement and financing of the “refurbishment, construction and commissioning” phase of the gold treatment plant. The BGP is situated within the highly prospective Laverton mineral field in the Eastern Goldfields of Western Australia where A1 holds over 500 km[2] of mineral title to the north, south and east of Laverton. A1 has JORC Resources of more than 1.7Moz gold, including JORC Reserves of more than 150,000oz gold (ASX 21 April 2009). All of the above has been attained for a total capital raised of approximately $15 million inclusive of the successful IPO in December 2003. A track record of fundamentals which speaks for itself.

The development of the Brightstar Gold Project is well underway. Under the current schedule, the commissioning and completion of the plant by the end of November 2009 and the commencement of gold production by December 2009, is on track.

The project mine plan estimates production of at least 30,000oz gold per annum over a current mine‐life of four years. The cash flow from operations will provide, among other things, the funds to continue to grow the company, realising the value that Directors believe will ultimately be reflected in a re‐rating of A1’s share price.

The Company’s current expenditure focus is on:

• Completing the construction of the site infrastructure and the purchase of ancillary mine plant & equipment;

• Providing adequate funding for ongoing gold operations, ensuring an adequate working capital base.

The A1 Minerals Board of Directors acknowledges the support of our Shareholders. Accordingly, we would like to reward Shareholders exclusively with this opportunity to acquire A1 shares at a substantially discounted price, under the terms of this Share Purchase Plan (SPP).

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

Share Purchase Plan

The Board is pleased to invite registered holders of A1 Minerals Ltd as at 5pm (WST) on 22 June 2009 with registered addresses in Australia and New Zealand, to make a further investment in your Company by subscribing for up to $15,000 of shares, without incurring brokerage or other transaction costs.

New shares under the SPP will be offered at 13 cents which is a discount to the volume weighted average price of shares traded over the previous 5 days prior to this announcement of 20%.

The issue will be limited to 35,870,000 shares to raise a possible $4.6 million. This number of shares equates to 30% of the pre offer issued capital and complies with the requirement of ASX listing rule 7.2. To the extent that applications for shares under the SPP exceed the 30% maximum, A1 reserves the right to close the offer earlier, to scale back applications on a pro rata basis or to accept over subscriptions.

Separate Terms and Conditions will be circulated with an application form for eligible holders. The application form should be completed and returned with your payment before 10 July 2009. There is provision for shareholders to make a BPay and in this instance the application form does not need to be returned.

INDICATIVE TIMETABLE

DATE	EVENT	DESCRIPTION
22 June 2009	Announcement Date	Stock Purchase Plan announced
22 June 2009	Record Date	A1 determines eligible shareholders
24 June 2009	OpeningDate	SPP Opens
17 July2009	ClosingDate	SPP Closes
22 July2009	Issue Date	Shares Issued under SPP
24 July 2009	Despatch Date	Despatch date for holding statements
24 July 2009	Quotation Commences	Shares issued under SPP expected to commencequotation on ASX

This timetable is only indicative and the Directors reserve the right to vary any of the key dates above, including the Issue Date and Closing Date, without further notice.

Given the finite period of this SPP, the Directors encourage eligible shareholders to proceed with timely lodgement of their applications.

Details on this offer and how to proceed are enclosed in the Offer Booklet attached. Thank you for your continued support.

Yours sincerely,

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John Williams Managing Director

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A1 MINERALS LIMITED SHARE PURCHASE PLAN

OFFER BOOKLET

Eligible shareholders can purchase a maximum of $15,000 of A1 Minerals Limited shares at a discount to the market price

OFFER CLOSES 5pm WST ON 17 JULY 2009

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A1 Minerals Limited Share Purchase Plan Terms and Conditions

A1 Minerals Limited (A1) is pleased to provide eligible A1 shareholders with the opportunity to participate in the A1 Share Purchase Plan (the SPP) by subscribing for up to AUD$15,000 of additional shares in A1.

The terms and conditions of the Share Purchase Plan (SPP) are set out below.

Eligibility

The offer is open to all shareholders who are registered as holders of fully paid ordinary shares in the Company at 5.00pm Western Standard Time on 22 June 2009 (“ the Record Date ”) and whose address as recorded in the register is in Australia and New Zealand. The Board of A1 has determined that because of foreign securities laws it is not practical for holders of A1 shares with registered addresses in other jurisdictions to participate in the SPP.

Where a member is expressly noted on the register as a trustee or nominee on account of another person ( “Beneficiary” ) the Beneficiary will be deemed to be the Eligible Shareholder and any relevant acceptance of the offer and issue of the shares will be made by or to the Beneficiary. To the extent that you hold shares on behalf of another person outside Australia or New Zealand, it is your responsibility to ensure that any acceptance complies with all applicable foreign laws.

The Offer

The SPP enables all eligible shareholders, irrespective of the size of their shareholding, to purchase up to $15,000 worth of ordinary fully paid shares in the Company at a discount to market price, with no associated costs of brokerage or other transaction costs . The SPP provides smaller shareholders with the opportunity to increase their holdings into more meaningful and financially viable parcels of shares.

Under the terms of the relevant ASIC class order and regulatory guide, eligible shareholders can only be issued with a maximum number of ordinary shares equating to $15,000 under the Plan in any 12 month period. This applies where there has been multiple offers or because of the nature of the holding. A1 reserves the right to reject any application where this rule has not been complied with.

The offer to participate under the SPP is non‐renounceable and therefore you are not permitted to transfer your right to subscribe for shares under the SPP. Participation in the SPP is entirely optional and is subject to the terms and conditions specified in this booklet and on the enclosed Application Form.

The requirements of ASX listing rule 7.1 are exempted provided the number of shares to be issued under the SPP is limited to 30% of the issued capital in any 12 month period. The Directors have resolved that the number of shares to be issued under this SPP will not exceed the limit.

Subscription Price

The subscription price under this SPP will allow the purchase of new ordinary shares at 13 cents which represents a 20% discount to the volume weighted average price for the 5 business days immediately preceding the announcement date, to a maximum of $15,000 per shareholder.

How much can be Invested

Eligible shareholders may apply for shares from a minimum value of $1,000 up to a maximum of $15,000.

Rights attaching to shares

The rights and obligations of the shares are contained in the constitution of the Company (which is available for inspection at the registered office of the Company during the period of the offer). The shares will be issued on the same terms and conditions as all other ordinary shares in the Company and the Company will apply for the shares to be quoted on the ASX.

How to Participate in this Offer

This offer is not a prospectus and does not require disclosure for the purposes of Chapter 6D of the Corporations Act 2001. The market price of A1’s shares currently on issue may change between the date of the offer and the date of issue of the new shares under the SPP. You must rely on your knowledge of A1, previous disclosures made by A1 to the ASX and if necessary, consult your professional adviser when deciding whether or not to accept the offer and participate in the SPP.

Participation in the SPP is entirely optional, if you are in any doubt about the offer you should consult a professional advisor.

In order to apply for shares under the offer, complete the enclosed application form in accordance with the instructions and forward, together with your cheque, to A1’s share registry in the reply‐paid envelope provided. All amounts in this offer are expressed in Australian dollars.

Completed application forms and full payment must be received by A1’s share registry no later than 5.00pm Western Standard Time on 17 July 2009. If shareholders wish to

use the BPay facility outlined on the application forms there is no need to send the form back with payment.

Investment Risk

Investing in shares in A1 Minerals Limited should be considered a speculative investment, shareholders should be aware that the market price of the Company’s shares can fluctuate, that commodity prices and in particular Gold prices will be subject to variation.

Shareholders should note that the offer is not made under a prospectus or other disclosure document and does not require the type of disclosure required under the Corporations Act 2001. Shareholders must rely on their own knowledge of the Company and previous disclosures made by the Company on the ASX. You should consult your professional advisor when deciding whether or not to accept the offer and participate in the SPP.

Scaling back applications

In order to meet the requirements of the ASX listing rules A1 is required limit the total number of shares issued under the SPP to 30% of the pre offer issued capital. If, and to the extent to which applications for shares under the SPP exceeds the 30% maximum, A1 reserves the right to close the offer earlier, to scale back applications on a pro rata basis or to accept over subscriptions.

If a scale back occurs, you may be allocated Shares to a value which is less than you applied for. Any determination by the Board in respect of any scaling back will be final.

If a scale back occurs A1 will refund any excess application money to you (without interest).

Timetable
The indicative timetable for the offer is as follows:
Announcement and Record Date	22 June 2009
SPP Offer Opening Date	24 June 2009
SPP Offer Closing Date	17 July 2009
Issue of Shares and Dispatch of Holding Statements	24 July 2009
Directors reserve the right to vary any of the dates shown above.

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22 June 2009

Notification Under Section 708A of the Corporations Act 2001 (Cth)

A1 Minerals Limited (A1) gives notice under section 708A of the Corporations Act 2001 (Cth) (Corporations Act) that:

1. A1 will offer approximately 35,870,000 fully paid ordinary shares for issue without disclosure to investors under Part 6D.2 of the Corporations Act pursuant to a Share Purchase Plan announced to ASX on 22 June 2009.

2. As at the date of this notice, A1 has complied with:

3. (a) the provisions of Chapter 2M of the Corporations Act as they apply to A1; and

4. (b) section 674 of the Corporations Act.

5. As at the date of this notice, there is no information:

6. (a) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and

7. (b) that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

   • A. the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

   • B. the rights and liabilities attaching to the shares for issue.

8. The offer is a Share Purchase Plan offered to all A1 shareholders with a registered address in Australia or New Zealand.

A1 expects that the potential effect of the issue of ordinary shares on the control of A1 will be minimal.

Yours faithfully

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MARK PITTS Company Secretary On behalf of A1 Minerals Limited

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