BRIGHTSTAR RESOURCES LIMITED — Share Issue/Capital Change 2008

Jul 29, 2008

Notice of General Meeting

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Notice is hereby given that a General Meeting of Shareholders will be held at the Celtic Club, 48 Ord Street, West Perth on Thursday 28 August 2008 at 2:30pm .

AGENDA

Special Business

The following resolutions to be considered at the Meeting are explained in the attached Explanatory Memorandum.

Resolution 1. SHARE ISSUE – GOLD PROCESSING PLANT PURCHASE

To consider and if thought fit pass the following resolution as an ordinary resolution:

“That pursuant to ASX Listing Rule 7.1 and for all other purposes, shareholders approve the issue by A1 Minerals Limited (“A1” or “the Company”) of 7,500,000 ordinary fully paid Shares and 5,000,000 options to acquire ordinary shares to the vendor pursuant to the Gold Plant Purchase Agreement and on the terms and conditions set out in the Explanatory Statement.”

Resolution 2. RATIFY PREVIOUS SHARE PLACEMENT – RMB RESOURCES LIMITED

To consider and if thought fit pass the following resolution as an ordinary resolution:

“That pursuant to ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the issue by A1 Minerals Limited (“A1” or “the Company”) of 5,357,142 ordinary fully paid Shares to RMB Resources Limited on the terms and conditions set out in the Explanatory Statement.”

Resolution 3. RATIFY PREVIOUS SHARE ISSUE – SHACKLETON CAPITAL

To consider and if thought fit pass the following resolution as an ordinary resolution:

“That pursuant to ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the issue by A1 Minerals Limited (“A1” or “the Company”) of 333,334 ordinary fully paid Shares to Shackleton Capital Pty Ltd on the terms and conditions set out in the Explanatory Statement.”

Resolution 4. RATIFY PREVIOUS SHARE ISSUE - DESERTEX

To consider and if thought fit pass the following resolution as an ordinary resolution:

“That pursuant to ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the issue by A1 Minerals Limited (“A1” or “the Company”) of 5,500,000 ordinary fully paid shares, issued as consideration for the acquisition of 100% of the issued capital of Desertex Resources Limited.”

General Notes

Voting exclusion statement

The Company will disregard any votes cast on the resolutions by the following person(s) and any associate of that person(s).

Resolution 1:

Any person or entity who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the resolution is passed, and any associate of that person.

Resolution 2, 3 and4

Any person or entity who participated in the issue, and any associate of that person or entity.

However, the Company will not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Explanatory Memorandum

The Explanatory Memorandum to Shareholders attached to this Notice of General Meeting is hereby incorporated into and forms part of this Notice of General Meeting.

Voting Entitlement

The Directors have determined in accordance with Regulation 7.11.37 of the Corporations Regulations that, for the purposes of attending and voting at the meeting, Shares will be taken to be held by the registered holders at 11:00 am on Tuesday 26[th] August 2008.

Proxy

A member entitled to attend to vote at the meeting is entitled to appoint a proxy to attend and to vote instead of the member. The proxy need not be a member of A1 Minerals. Proxy Forms must be lodged at the principal office of A1 Minerals at Suite 34, 25 Walters Drive, Osborne Park, Western Australia 6017 no later than 48 hours before the time of the meeting. A Proxy Form accompanies this Notice of Meeting.

Dated this 28th day of July 2008

By order of the Board of Directors

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MARK E PITTS

Company Secretary

Notice of General Meeting Explanatory Statement

Resolution 1

SHARE ISSUE – GOLD PROCESSING PLANT PURCHASE

Background

On 17 July 2008 A1 Minerals Limited (A1) announced the agreement of terms to purchase a gold processing plant.

The equipment subject to the agreement includes a gold processing plant with the crushing, milling and tankage for a 300ktpa processing capability. The gold processing plant is completely decommissioned and disassembled near Kalgoorlie, located 400km by highway from Laverton, which will reduce costs and simplify refurbishment and relocation.

Included in the purchase agreement is a refurbishment, relocation and reconstruction contract. The cost-estimation of this project is underway.

The agreement is subject to normal commercial warranties and indemnities and includes the following terms:

• Settlement to occur following a General Meeting of Shareholders of A1 Minerals to be called as soon as practicable;

• $250,000 cash payable to the vendor at settlement;

• 7,500,000 ordinary shares in A1 Minerals to be issued to the vendor at settlement (subject to shareholder approval). The shares will be subject to voluntary escrow for a period of six months from the date of issue;;

• 5,000,000 unlisted options exercisable at 20 cents on or before 31 May 2011 to be issued to the vendor at settlement (subject to shareholder approval); and

• The engagement of a Mr William Hobba as Construction Manager for the duration of the relocation, refurbishment and construction phase.

Mr Hobba, who has been engaged as a project and construction manager, has an intimate knowledge of the plant. This will ensure the process of refurbishment and commissioning is carried out in the most cost effective manner.

The purchase of the gold processing plant will enable A1 Minerals to pursue a production strategy that will mine high-grade and near surface ore in the initial two years of operation, with a target production rate of 300ktpa. Production will be supported by a strong commitment to exploration to ensure a sustainable operation.

This mining approach will maximise exposure to a robust gold price and provide strong early cash flow, reducing the initial capital requirement but also allowing for further expansion as the resource base continues to grow.

ASX Listing Rules.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

ASX Listing Rule 7.3 requires that the following information be provided to Shareholders to enable them to consider Resolution 1:

• (a) the maximum number of securities to be issued pursuant to Resolution 1 is 7,500,000 Shares and 5,000,000 Options;

• (b) the Shares to be issued pursuant to the terms of the Gold Plant Purchase Agreement and in part consideration for the acquisition of the Gold Plant at a deemed issue price of 13 cents per Share and the Options will be issued for nil consideration;

• (c) the Shares, when issued, and the Options when exercised, will rank equally with the Company’s current Shares on issue;

• (d) the Options will be exercisable by payment of $0.20 on or before 31 May 2011. The Options will vest and will otherwise be issued on the terms outlined in Annexure A;

• (e) the Shares and Options will be issued no later than one (1) month after the date of the General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur with in that time frame;

• (f) the Shares and Options will be issued to Mining Services Pty Ltd or its nominee; and

• (g) no funds will be raised from the issue of the Shares and the Options under this Resolution 1. The Shares are being issued in part consideration for the acquisition of the Gold Plant.

The Directors support the acquisition and will all be voting in favour of resolution 1.

Resolution 2

RATIFY PREVIOUS SHARE PLACEMENT – RMB RESOURCES LIMITED

Background

Resolution 1 seeks the Shareholder approval for the ratification of 5,357,142 Shares issued by the Company prior to the date of the General Meeting.

On 13 November 2007 the Company announced to ASX that it had placed 5,357,142 Shares at an issue price of $0.28 per Share to raise $1,500,000 (Placement). The Placement shares were issued to RMB Resources Limited (RMB) as trustee for the Telluride Investment Trust. The issued was made by the Company under its capacity to issue up to 15% of the total number of equity securities on issue in any 12 month period without Shareholder approval.

The placement funds received from were applied by A1 to:

• a) assist in finalising the BrightStar Gold Project Feasibility; and b) meet the Company’s 2008 exploration program;

ASX Listing Rules.

A summary of the requirements of ASX Listing Rule 7.1 is set out for resolution 1 above.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

Ratification by the Shareholders of the Company is now sought pursuant to ASX Listing Rule 7.4 in order to reinstate the Company’s capacity to issue up to 15% of its issued capital, if required in the next 12 months without Shareholder approval.

ASX Listing Rule 7.5 requires the following information to be provided to Shareholders:

• (a) the total number of securities issued by the Company was 5,357,142 Shares;

• (b) the Shares were issued at a deemed price of $0.28 per Share;

• (c) the Shares allotted and issued rank equally in all respects with the Company’s existing Shares on issue;

• (d) the Shares were issued to RMB Resources Limited as trustee for the Telluride Investment Trust under Section 708 of the Corporations Act; and

• (e) as announced to ASX on 13 November 2007, the funds raised from this issue will be used to enable the Company to continue to fund its exploration and development programs in Australia.

The Directors will all be voting in favour of resolution 2.

Resolution 3

RATIFY PREVIOUS SHARE PLACEMENT – SHACKLETON CAPITAL

Background

Resolution 3 seeks the Shareholder approval for the ratification of 333,334 Shares issued by the Company prior to the date of the General Meeting.

On 22 January 2008 the Company announced to ASX that it had issued 333,334 Shares at an issue price of $0.30 per Share in part consideration for the acquisition of exploration licence e39/1229. The shares were issued to Shackleton Capital Pty Ltd. The issued was made by the Company under its capacity to issue up to 15% of the total number of equity securities on issue in any 12 month period without Shareholder approval.

ASX Listing Rules.

A summary of the requirements of ASX Listing Rule 7.1 is set out for resolution 1 above.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

Ratification by the Shareholders of the Company is now sought pursuant to ASX Listing Rule 7.4 in order to reinstate the Company’s capacity to issue up to 15% of its issued capital, if required in the next 12 months without Shareholder approval.

ASX Listing Rule 7.5 requires the following information to be provided to Shareholders:

• (f) the total number of securities issued by the Company was 333,334 Shares;

• (g) the Shares were issued at a deemed price of $0.30 per Share;

• (h) the Shares allotted and issued rank equally in all respects with the Company’s existing Shares on issue;

• (i) the Shares were issued to Shackleton Capital Pty Ltd under Section 708 of the Corporations Act; and

• (j) as announced to ASX on 22 January 2008, no funds were raised from this issue however, the shares did form part of the consideration for the acquisition of an exploration licence e39/1229.

The Directors will all be voting in favour of resolution 3.

Resolution 4

RATIFY PREVIOUS SHARE ISSUE - DESERTEX

Background

A1 Minerals Limited (A1) announced on 30 April 2008 the completion of a Sales and Purchase Agreement (the Agreement) to acquire 100% of the issued capital of Desertex Resources Limited (Desertex).

Desertex is an unlisted public company and is the ultimate owner of seven tenement applications which complement and expand A1’s holdings at its Narnoo Project.

Pursuant to the Agreement, A1 has allotted 5,500,000 ordinary shares in A1 to shareholders of Desertex in consideration for the acquisition. The Desertex shareholders agreed to a voluntary twelve month’s escrow on 50% of the shares issued.

The Desertex tenements will expand A1 land holdings at Narnoo to more than 2000 square kilometers. A1’s Directors believe that the expanded land holdings are highly prospective for a number of minerals including gold, nickel, and uranium and copper.

ASX Listing Rules.

A summary of the requirements of ASX Listing Rule 7.1 is set out for resolution 1 above.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

Ratification by the Shareholders of the Company is now sought pursuant to ASX Listing Rule 7.4 in order to reinstate the Company’s capacity to issue up to 15% of its issued capital, if required in the next 12 months without Shareholder approval.

ASX Listing Rule 7.5 requires the following information to be provided to Shareholders:

• (k) the total number of securities issued by the Company was 5,500,000 Shares;

• (l) the Shares were issued at a deemed price of $0.14 per Share;

• (m) the Shares allotted and issued rank equally in all respects with the Company’s existing Shares on issue subject to 50% of the shares being escrowed for twelve months from the date of issue (30 April 2008);

• (n) the Shares were issued to the shareholders of Desertex Resources Limited under Section 708 of the Corporations Act; and

• (o) as announced to ASX on 30 April 2008, no funds were raised from this issue however, the shares were in consideration for the acquisition of 100% of the issued capital of Desertex Resources Limited.

The Directors will all be voting in favour of resolution 4.

APPENDIX A

Terms and conditions -

• (a) Each Option shall be issued free for no consideration.

• (b) Each Option entitles the holder to subscribe for one (1) Share upon payment of the exercise price.

• (c) The Options will lapse at 5.00pm Western Standard Time on 31 May 2011.

• (d) The Options will not be listed for official quotation on the ASX.

• (e) The Options shall not be transferred or assigned by an Option Holder except that the Option Holder may at any time transfer all or any of the Options to a spouse, family trust, or to a proprietary limited company, all of the issued Shares in which are beneficially owned by the Option Holder.

• (f) There are no participating rights or entitlements inherent in these Options and holders of the Options will not be entitled to participate in new issues of capital which may be offered to Shareholders during the currency of the Options.

• However, Option Holders have the right to exercise their Options prior to the date of determining entitlements to any capital issues to the then existing Shareholders of the Company made during the currency of the Options, and will be granted a period of at least seven (7) business days before books closing date to exercise the Options.

• (g) In the event of any re-organisation (including reconstruction, consolidation, subdivision, reduction or return) of the issued capital of the Company, the Options will be re-organised as required by the Listing Rules, but in all other respects the terms of exercise will remain unchanged.

• (h) The Options shall be exercisable by the delivery to the registered office of the Company of a notice in writing stating the intention of the Option Holder to exercise all or a specified number of Options held by them accompanied by an Option Certificate and a cheque made payable to the Company for the subscription monies for the Shares. An exercise of only some Options shall not affect the rights to the Option Holder to the balance of the Options held by him.

• (i) The Company shall allot the resultant Shares and deliver a statement of holdings on the holder's identification number within five (5) business days of the exercise of the Options.

• (j) Shares allotted pursuant to an exercise of Options shall rank, from the date of allotment, equally with existing Shares of the Company in all respects.

• (k) The Company shall within five (5) business days make an application to have those Shares allotted pursuant to an exercise of Options listed for official quotation by the Australian Stock Exchange Limited.

Proxy Form

General Meeting 28 August 2008

ACN 100 727 491

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I/We

being a Member of A1 Minerals Limited entitled to attend and vote at the Meeting, hereby Appoint Name of proxy

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman’s nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the General Meeting to be held at 11:30am (WST) on Thursday 28[th] August 2008 at the Celtic Club, 48 Ord Street, West Perth, Western Australia and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of all of the resolutions.

Voting on Business of the General Meeting	Voting on Business of the General Meeting
		FOR	AGAINST ABSTAIN
Resolution 1	Approve the proposed share and option issue
Resolution 2	Ratify the previous issue to RMB Resources
Resolution 3	Ratify the previous issue to Shackleton Capital
Resolution 4	Ratify the previous issue to Desertex Resources

If you do not wish to direct your proxy how to vote, please place a mark in this box

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of the interest. The Chairman will vote in favour of all of the resolutions if no directions are given.

YOU MUST EITHER MARK THE BOXES DIRECTING YOUR PROXY HOW TO VOTE OR MARK THE BOX INDICATING THAT YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE, OTHERWISE THIS APPOINTMENT OF PROXY FORM WILL BE DISREGARDED.

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll. Signed this day of 2008

By: Individuals and joint holders Companies (affix common seal if appropriate)

Signature		Director
Signature		Director/Company Secretary
Signature		Sole Director and Sole Company Secretary

Instructions for Completing ‘Appointment of Proxy’ Form

1.

A member entitled to attend and vote at a Meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.

2.

A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.

3.

Corporate shareholders should comply with the execution requirements set out on the proxy form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

• directors of the company;

• a director and a company secretary of the company; or

• for a proprietary company that has a sole director who is also the sole company secretary – that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

4. Completion of a proxy form will not prevent individual shareholders from attending the meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the meeting.

5. Where a proxy form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.

Important Information

Deadline for Receipt of proxies To be effective, a completed proxy form together with the power of attorney (if any) under which it is signed, must be received by the Company at its registered office not less than 48 hours before the appointed time of the General Meeting.

Where to send the completed Proxy Form Once the Proxy Form is completed and all details checked by you, the form is to be sent or delivered (by hand, post or facsimile) to:

Office:

Office: A1 Minerals Limited Suite 34 : 25 Walters Drive Osborne Park Western Australia 6017 www.a1minerals.com.au Facsimile Number: (618) 9244 1600 Email markp@a1minerals.com.au

For Further Information If you need any further information about this form or attendance at the Company’s General Meeting, please contact Mr Mark Pitts on 61 8 9244 1400.