VENARI MINERALS NL — Capital/Financing Update 2011

Aug 1, 2011

ASX Announcement

2 August 2011

ASTRO TO ACQUIRE MAJOR NEW RESOURCE PROJECT

Astro Resources NL (ASX: ARO) is pleased to announce that it has secured the rights to acquire the majority share in a substantial, JORC compliant, mineral sands project (“the Project”), located east of Augusta in the South‐West of Western Australia.

Key Highlights:

• The Project covers an area of approximately 400 sq. kilometres and located in the heart of a prolific mineral sands region.

• The Project has a number of key areas of prospectivity;

• Governor Broome Deposit (“Governor Broome”) – significant inferred JORC resource of 51 million tonnes grading 5 percent heavy minerals (2 percent cut‐off).

• Significant exploration upside through the systematic exploration of high grade strandlines that extend east of Governor Broome.

• Warner Glen Deposit (“Warner Glen”) – 106 million tonnes at 2.6 per cent ilmenite .

• Rover Range Deposit (“Rover Range”), hosts an additional inferred JORC Resource of 701 million tonnes grading 2.6 percent ilmenite.

• The Project lies in close proximity to established infrastructure including sealed highways, power and water sources and port facilities.

• A strong pricing outlook is forecast for heavy mineral/metals resources over the next number of years.

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c/‐ Ground Floor, 3 Richardson St, West Perth WA 6005 c/‐ PO Box 1728, West Perth WA 6872 Australia

Tel: +61 8 6389 5777

ABN 96 007 090 904

Email: admin@aro.com.au

Fax: +61 8 9486 1258

ASX Announcement – 2 August 2011

Astro has entered into a binding Option Agreement to acquire (subject to a 45‐day due diligence period), 80% of the issued share capital of Governor Well Minerals Pty Ltd (“GWM”) for an agreed cash and share consideration.

GWM holds a portfolio of highly prospective tenements, known as “the Scott Coastal Plain Mineral Sands Project”. The Project comprises twelve tenements (eleven granted with one under application) covering five prospect locations within the Scott Coastal Plain, a recognised mineral sands province in the Augusta region of Western Australia.

Scott Coastal Plain Mineral Project ‐ Tenement Portfolio:

**Governor Broome: **	**Governor Broome: **	Dennis Road:
E70/2372	Granted	E70/2655	Granted
E70/2464	Granted	Payne Road:
P70/1583	Granted	E70/2708	Granted
P70/1584	Granted	Rover Range:
P70/1585	Granted	E70/3682	Granted
P70/1586	Granted	E70/4119	Under application
P70/1587	Granted	Jangardup:
		E70/3681	Granted

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ASX Announcement – 2 August 2011

Astro Resources Chairman Peter Jermyn said the acquisition was consistent with the Board’s strategy of researching, identifying and then, in turn, acquiring a global scale exploration opportunity, or opportunities, with significant revenue generation capability.

“This is a superb opportunity for Astro and its shareholders.”

“The mineral sands industry is a rapidly growing business with limited entry points.”

“The Scott Coastal Plain Project is a very exciting project ‐ it has an established resource inventory of real substance, excellent exploration upside and is close to vital infrastructure elements. Astro is focused on establishing an environmentally and economically sustainable project at Scott Coast Plain and is initiating discussions with all involved parties, including landowners, environmental authorities and major funding groups.”

“We are delighted to have secured this highly prospective project and we look forward with great enthusiasm to expanding and developing the project.”

“We believe the project, fortuitously located close to our home base in Perth, has the ability to be a company changing project – to deliver significant market appeal and increased shareholder value.”

Management:

Current Non‐Executive Director, Mr. Robert Hyndes, has accepted the role of Executive Director and has been commissioned with the task of actively building a management and exploration team to undertake the planning, feasibility and exploration program designed to rapidly advance the Project to a commercial outcome.

To that end the Company is pleased to advise that it has retained the services of TZ Minerals International, a leading Mineral Sands Consultancy Group, to undertake an immediate and comprehensive technical review of the Project. Additionally, key environmental consultants will be retained to ensure an appropriate and sustainable environmental management system is implemented and maintained.

Terms of acquisition

Upon execution of the Option Agreement, Astro is to pay a $150,000 Option Fee to the Vendors, providing a 45 day due diligence period. In the event Astro exercises its Option, Astro is to pay the following consideration for an 80% equity interest in the issued capital of GWM;

	Cash Consideration	~ 3 ~ Astro to pay the following cash consideration to the Vendors; 1. $1,000,000 to be paid upon Completion; 2. $100,000 to be paid within 21 days after the date of Ministerial approval of the conversion of E70/2372 to a mining lease; and 3. $250,000 shall be paid within 21 days of a decision being made by the Company to mine any minerals from any Tenement.

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ASX Announcement – 2 August 2011

Share Consideration	Astro to issue the following equity consideration to the Vendors; 1. 200,000,000 shares to be issued at Completion; 2. 150,000,000 ordinary shares shall be issued to the Seller within 21 days after the date of Ministerial approval of E70/2372 to a mining lease; and 3. 100,000,000 ordinary shares shall be issued to Seller within 21 days of a decision being made by the Company to mine any minerals from any Tenement.
Net Smelter Royalty	The Vendor is to retain a 1.5% per cent net royalty on any minerals produced from the project
Shareholder Rights	Astro to take control of the board and management of GWM and to have the first right of refusal on the Vendors 20% minority interest. Upon Completion the Vendors have the right to appoint a director to the Board of Astro.

Overview – The Scott Coastal Plain Project:

Stretching between Augusta and Nannup, the Project lays approximately 250kms south of Perth. Local infrastructure includes grid power, ports and comprehensive road networks. A mineral sands industry has operated in the region since the 1950’s and established mining infrastructure includes downstream processing facilities for the production of synthetic rutile and titanium dioxide pigment.

Geology:

The Scott Coastal Plain contains a series of buried dune and shoreline systems created during times of changing sea levels in the Pleistocene period. The Project’s deposits are considered to have formed in areas of favourable coastline orientation as a result of sea level changes and prevailing ocean currents. The majority of the Heavy Mineral deposits of the Perth basin are located along similar paleo shorelines.

GOVERNOR BROOME:

The Governor Broome deposit is the most advanced within the portfolio with significant past exploration work and evaluation. This has resulted in an inferred JORC compliant resource of 51 million tonnes at 5% heavy metal sands (with a 2 per cent cut off‐grade), being established.

Governor Broome’s inferred JORC compliant HM resource model is based on a total of 501 drill holes. 271 holes have been drilled in the northern section on a regularly spaced grid pattern of 120 meters and some partial infill drilling (Figure 2). The southern section has a total of 230 holes drilled on an irregular pattern with large areas not drilled to date.

In July 2006, SGS Lakefield Oretest (‘SGS’) analysed 30 drill‐samples of HM concentrates. In all, 8,300 grains were identified. Ilmenite recovered during the pilot test work had an average TiO2 content of 52%. Additionally, a comprehensive scoping study was undertaken by Minproc in 2007.

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ASX Announcement – 2 August 2011

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Figure 2: Governor Broome drilling program

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Figure 3: Governor Broome deposit – cross section 6,209,640mN

Access and Infrastructure:

The tenements are centred about 25kms east‐northeast of Augusta, and sit generally over flat farmland and tree plantation land, which can be simply accessed via the Bussell and Brockman Highways. A number of pre‐existing landowner agreements are in existence, predominantly over the Governor Broome Deposit (E70/2372) and the adjacent tenement to the East (E70/2464). Certain infrastructure benefits exist within the area as a result of the earlier BHP “Beenup” and Bemax “Jangardup”, mines.

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ASX Announcement – 2 August 2011

WARNER GLEN AND ROVER RANGE DEPOSITS:

E70/3682 has recently been granted and covers 34sqkms in the west of the Scott Coastal Plain and contains the Warren Glen and Rover Range deposits.

In 1994, BHP estimated an Indicated Resource of 106 million tonnes of 2.82% ilmenite and 0.06% zircon for the Warner Glen deposit. (Continental Resource Management Pty Ltd, independent geologist report ‐ July 2011). Mineralisation at Warner Glen is open to the North and to the East, providing exploration upside through testing these extensions.

Rover Range has a JORC compliant Inferred Resource of 701 million tonnes of 2.6% ilmenite.

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Figure 4: Warner Glen Deposit

The Company will undertake environmental reviews alongside landholder and plantation owner negotiations to determine best course of action with the Warner Glen and Rover Range prospects.

SIGNIFICANT EXPLORATION POTENTIAL

Most importantly there is significant potential to discover new areas of heavy minerals, to extend known deposits and to delineate higher‐grade areas within the high grade strandlines between Governor Broome and Jangardup deposits and the Yoganup Formation along the Barlee Scarp.

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ASX Announcement – 2 August 2011

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Figure 5: Strand Line Target Area’s

The Company intends to undertake systematic exploration and testing of the strandlines to the East of Governor Broome through to the historic Jangardup mine with a comprehensive testing of the strand lines within E70/2464 as detailed in the target area on figure 5 above.

ENDS

The information in this report, insofar as it relates to mineral exploration activities, is based on information compiled by Malcolm Macleod, who is a member of the Australian Institute of Geoscientists, and who has more than five years experience in the field of activity being reported on. Mr Macleod is a full‐time employee of the Company. Mr Macleod has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which is being undertaken to qualify as a Competent Person as defined in the 2004 edition of the ‘Australian Code for Reporting of Exploration Results, Minerals Resources and Ore Reserves’. Mr Macleod consents to the inclusion in the report of matters based on his information in the form and context in which it appears.

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