BRIGHTSTAR RESOURCES LIMITED — Share Issue/Capital Change 2004

Feb 17, 2004

A1 Minerals Limited

18 February 2004

The Manager, Company Announcements Australian Stock Exchange Sydney, NSW

Dear Sir / Madam,

APPLICATION FOR QUOTATION OF SECURITIES PREVIOUSLY RESTRICTED

Attached for immediate release is an Appendix 3B, where application is made for the quotation of 208,333 ordinary fully paid shares that had been subject to restriction agreements.

Yours sincerely,

Mark Pitts Company Secretary On behalf of A1 Minerals Limited

A1 Minerals Limited ABN 44 100 727 491

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 177/96. Origin: Appendix 5. Amended 177/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

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).

• $\mathbf{1}$ ⁺Class of ⁺securities issued or to be issued
• Number of ⁺securities issued or to $\overline{2}$ be issued (if known) or maximum number which may be issued
• $\mathfrak{Z}$ 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.

• $\overline{4}$ 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 $\overline{S}$ Issue price or consideration Purpose of the issue 6 (If issued as consideration for the acquisition of assets, clearly identify those assets) $\overline{\overline{I}}$ Dates of entering ⁺securities into uncertificated holdings or despatch of certificates
• $\bar{8}$ Number and ⁺class of all *securities quoted on ASX (including the securities in clause 2 if applicable)

Number	*Class

⁺ See chapter 19 for defined terms.

9 Number and ⁺class of all *securities not quoted on ASX (including the securities in clause $\hat{2}$ if applicable)

Number	+ Class

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

	Part 2 - Bonus issue or pro rata issue
$\mathbf{1}$	security holder Is. 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 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 he – 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 оf for 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 - Ouotation of securities

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

34 Type of securities (tick one)

Securities described in Part 1 $(a)$

All other securities

$(b)$

$35$

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 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

⁺ See chapter 19 for defined terms.

$+$ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38 Number of securities for which ^*quotation is sought 208,333 39 Class of "securities for which quotation is sought Ordinary Shares 40 Do the *securities rank equally in all respects from the date of allotment with an existing "class of quoted The securities rank equally in all respects with *securities? all existing shares on issue. 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 Application is being made for shares that had already been issued but had been subject to Example: In the case of restricted securities, end of restriction period restriction agreements. These agreements have now expired. (if issued upon conversion of another security, clearly identify that other security) Number ^*Class Number and *class of all *securities 42 quoted on ASX (including the 21,668,333 Ordinary shares securities in clause 38)

⁺ See chapter 19 for defined terms.

Ouotation agreement

• $\mathbf{1}$ *Quotation 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 ٠ an illegal purpose.
• There is no reason why those *securities should not be granted *quotation. $\bullet$
• 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 ٠ 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 ٠ 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 $\overline{ASX}$ is relying on the information and documents. We warrant that they are (will be) true and complete.

18 February 2004

Sign here: ......................................

(Director/Company secretary)

Mark Pitts

Print name: .......................................

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⁺ See chapter 19 for defined terms.