VENARI MINERALS NL — Capital/Financing Update 2012

May 3, 2012

ASX Announcement

04 May 2012

PROSPECTUS

Astro Resources NL ("Astro" or the "Company") (ASX:ARO) has released a short-form Prospectus for the purpose of compliance with section 708A(11)(b)(ii) of the Corporations Act 2001 (Cth).

The Prospectus is for the purpose of secondary trading of the 350million Underwriter Options to be issued pursuant to the Underwriting Agreement between the Company and Pareto Capital in relation to the recent Rights Issue, as disclosed in Prospectus dated 21 March 2012.

ENDS

For enquiries, please contact:

Robert Hyndes Executive Director P: +61 8 6389 5777

~ 1 ~

Astro Resources NL

ACN 007 090 904

Prospectus

For the offer of 350 million Underwriter Options to the Underwriter at an issue price of nil

This Prospectus has been prepared for the purposes of section 708A(11)(b)(ii) of the Corporations Act to remove any secondary trading restrictions on the sale of Options to be issued by the Company.

This Offer opens on Monday 7 May 2012 and closes at 5:00pm (WST) on Friday 11 May 2012. Valid acceptances must be received by the Closing Date.

Important Notice

This document is a transaction-specific prospectus issued in accordance with section 713 of the Corporations Act 2001. It contains important information about the Offer.

Please read the instructions in this document and on the accompanying Acceptance Form regarding acceptance of your Entitlement.

If you do not understand this document you should consult your professional adviser without delay. The securities offered by this Prospectus should be considered speculative.

Important information

Prospectus

This Prospectus is dated 4 May 2012 and was lodged with the Australian Securities and Investment Commission (ASIC) on 4 May 2012. ASIC and the Australian Securities Exchange (ASX) take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

This is an important document that should be read in its entirety. If you do not understand it you should consult your professional adviser without delay.

The Underwriter Options offered by this Prospectus should be considered as a speculative investment.

Electronic prospectus

This Prospectus may be viewed in electronic form at www.aro.com.au by Australian investors only. The electronic version of this Prospectus is provided for information purposes only. A paper copy of the Prospectus may be obtained free of charge on request during the Offer Period by contacting the Company. The information on www.aro.com.au does not form part of this Prospectus.

Offer to Underwriter only

The Offer is made only to the Underwriter and any permitted nominee of the Underwriter. You may not apply for the Underwriter Options unless invited to do so.

By returning an Acceptance Form for Underwriter Options in accordance with the instructions on the Acceptance Form, you acknowledge that you have received and read this Prospectus, you have acted in accordance with the terms of the Offer detailed in this Prospectus and you agree to all of the terms and conditions as detailed in this Prospectus.

Risk factors

Before deciding to invest in the Company, potential investors should read the entire Prospectus. In considering the prospects for the Company, potential investors should consider the assumptions underlying the prospective financial information and the risk factors that could affect the performance of the Company. Potential investors should carefully consider these factors in light of personal circumstances (including financial and taxation issues) and seek professional advice from a stockbroker, accountant or other independent financial adviser before deciding to invest.

No overseas offer

No offer is being made to persons resident outside Australia. The distribution of this Prospectus and the Acceptance Form (including electronic copies) outside Australia may be restricted by law. If you come into possession of these documents, you should observe such restrictions and should seek your own advice about such restrictions.

Publicly available information

Information about the Company is publicly available and can be obtained from ASIC and ASX (including ASX's website www.asx.com.au). The contents of any website or ASIC or ASX filing by the Company are not incorporated into this Prospectus and do not constitute part of the Offer. This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest in Options or the Company.

No person is authorised to give any information or make any representation in connection with the Offer which is not contained in this Prospectus. Any such extraneous information or representation may not be relied upon.

Forward-looking statements

This Prospectus may contain forward-looking statements that have been based on current expectations about future acts, events and circumstances. Any forward-looking statements are subject to risks, uncertainties and assumptions that could cause those acts, events and circumstances to differ materially from the expectations described in such forward-looking statements.

Defined terms

Certain capitalised terms and other terms used in this Prospectus are defined in the Glossary of defined terms in Section 9.

Currency

All references in this Prospectus to "\$", "AUD" or "dollar" are references to Australian currency unless otherwise indicated.

Reference to time

All references in this document to time relate to the time in Perth, Western Australia.

	Important information i
	Contents iii
	Corporate Directory iv
1.	Investment overview 1
2.	Details of the Offer 4
3.	Effect of the Offer 7
4.	Rights and liabilities attached to securities 8
5.	Risk factors 12
6.	Continuous disclosure documents 16
7.	Additional information 18
8.	Directors' statement 21

Corporate Directory

Directors Auditors

Peter Geoffrey Jermyn Non-Executive Director and Chairman

Mr Robert Hyndes Executive Director

Mr Malcolm Macleod Executive Director

Mr Graham Libbesson Non-Executive Director

Company Secretary

Mr Lynton McCreery

Registered and Principal Office Share Registry

Astro Resources NL Ground Floor 3 Richardson Street West Perth WA 6005

Telephone: +61 8 6389 5777 Facsimile: +61 8 9486 1258

Email: admin@aro.com.au

Stantons International Level 2, 1 Walker Avenue West Perth WA 6005 Australia

Link Market Services Limited Ground Floor 178 St Georges Terrace Perth WA 6000

Telephone: +61 2 8280 7111 (outside Australia) or 1300 554 474 (inside Australia)

Facsimile: +61 2 9287 0303

www.linkmarketservices.com.au

ASX Code: ARO

Web Address Solicitors for the Offer

www.aro.com.au Jackson McDonald Level 25, 140 St Georges Terrace Perth WA 6000

1. Investment overview

1.1 The Company's projects

Astro Resources NL is an Australian based resources company with a portfolio of resource projects with a predominant focus on Western Australia.

Scott Coastal Plain Mineral Sands

On 20 September 2011, the Company acquired an 80% interest in the issued share capital of Governor Well Minerals Pty Ltd (GWM). GWM holds 100% interest in a portfolio of Tenements known as the "Scott Coastal Plain Mineral Sands Project".

The project consists of 11 granted Tenements totalling 400 square kilometres located southwest of Nannup in Western Australia within the heart of a prolific mineral sands region and adjacent to significant established producer and in close proximity to established infrastructure.

The Company's principal focus over the next 12 months will be on expediting the upgrading of the Scott Coastal Plain resource from JORC Inferred to Indicated status in preparation for mine plan studies and resource development.

Uranium – Macphee Creek

The Macphee Creek Project is held by wholly owned subsidiary Macphee Resources Pty Ltd and situated in the East Kimberley region of Western Australia, located approximately 130km south of Kununurra.

The geological setting and nature of the primary uranium mineralisation historically recorded indicates the potential for a high-grade uranium occurrence.

The Company has formalised a focused work program to test a number of key targets and had intended to undertake the proposed drill program during the year. However, negotiations with the Kimberley Land Council regarding heritage protection have not as yet concluded. The required program of works will be submitted for approval immediately upon the satisfactory conclusion of these discussions.

Kimberley diamond projects

The Company holds a number of projects located on the Kimberley Plateau, located in the Kimberley region in Western Australia, a region of complex geology and diamond bearing alluvial and lamproite ores.

North Doolgunna Joint Venture

The North Doolgunna Gold Project (the Company holds a 60% interest in the project through its wholly owned subsidiary, North Doolgunna Metals Pty Ltd) embracing three (3) exploration licences to the immediate southwest of the Plutonic Gold Mine in the highly prospective Peak Hill Goldfield.

1.2 Key risks

In addition to risks specific to the Company as described in detail in Section 5, prospective investors should be aware of the following key risks which have particular application with respect to the Scott Coastal Mineral Sands Project:

(a) Access risks: Where mining tenements (or part thereof) are subject to rights over private land, resource companies are required to negotiate access, compensation and mining agreements with the landholder in order to gain access to explore, develop and mine the resource. Negotiation and execution of such agreements are subject to the willingness of landholders to co-operate with resource entities. The Company's tenements include land held by a number of landholders, with each of whom the Company will be required to negotiate satisfactory arrangements. The Company has successfully negotiated access agreements with many key landholders, and maintains a high level of communication and co-operation to ensure successful relations moving forward.

(b) Mineral assemblage and consistency: The value of, and ability to mine, a resource is partially dependent on the mineral assemblage and/or quality and the surrounding geological and soil setting, information which is not always necessarily available at the commencement of exploration, and which is established at varying stages throughout development. Such data can affect the Company's ability to successfully extract, treat or sell the mineral product. The Company makes all efforts to determine this information at practical stages throughout exploration to reduce risks associated with mineral assemblage and quality.

1.3 The Board

Peter Jermyn, Non-Executive Director and Chairman

Peter Jermyn has over thirty-eight years of global experience in the resources and mining sectors. Peter has been directly involved in the successful development of hydrocarbon projects in Australia, the Middle East, Unites States, former USSR, PNG, Indonesia, the Philippines and Columbia in Southern America. Peter has also worked extensively in the exploration for and production of minerals in Australia, Canada, Africa, the Unites States and Indonesia.

Robert Hyndes, Executive Director

Robert Hyndes attended Curtin University in Western Australia and holds a Bachelor of Commerce in Economics. Mr Hyndes has a corporate finance and management consulting background with experience in Australia, the United Kingdom, the United States and Asia. He has provided strategy and consulting services across a range of industries including technology, mining and resources and professional services.

Malcolm Macleod, Executive Director

Malcolm Macleod has over 40 years experience in the mining and resources industry including oil, gas, coal, base metal, gold and diamond exploration in Australia, Africa and Central Asia. His recent work has included oil and mineral exploration including diamond evaluation in Somalia, Uganda, Sierra Leone, South Africa, Zimbabwe, Cyprus and Turkmenistan. Mr Macleod is a member of the Australian Institute of Geoscientists, the Geological Society of Australia and the Petroleum Exploration Society of Australia and has a Bachelor of Science in Geology (Honours) from the University of Western Australia.

Graham Libbesson, Non-Executive Director

Graham Libbesson has over 30 years experience in business, taxation, management, mergers and acquisitions, equity and debt financing as a business advisor and director of various listed and unlisted companies.

1.4 Purpose of the Offer

The Corporations Act restricts the trading of securities that are issued without a prospectus. The purpose of the Offer is to allow Option holders to be able to sell them without trading restrictions.

Pursuant to the Offer the Company will issue 350 million Underwriter Options to the Underwriter in accordance with the terms of the Underwriting Agreement and as approved by Shareholders at the General Meeting.

During the period in which this Offer is open, the Company will issue 62,500,000 Options to institutional, sophisticated and professional style investors (Placement Options) as approved by Shareholders at the General Meeting.

1.5 Use of proceeds

No funds will be raised by way of issue of the Underwriter Options.

1.6 Timetable for the Offer

The timetable for the Offer is as follows:

Event	Date
Lodgement of Prospectus with ASIC and ASX	4 May 2012
Opening Date of Offer	7 May 2012
Closing Date of Offer	11 May 2012
Despatch of Holding Statement for Underwriter Options	16 May 2012

The above dates are indicative only and may be subject to change. The Directors reserve the right to vary these dates, including the Closing Date, without prior notice but subject to any applicable requirements of the Corporations Act or the Listing Rules. This may include extending the Offer or accepting late acceptances, either generally or in particular cases.

2. Details of the Offer

2.1 The Offer

The Company is making an offer of 350 million Underwriter Options (Offer).

2.2 Opening Date and Closing Date

The Offer will open for receipt of Applications on Monday 7 May 2012 (Opening Date) and will close at 5:00pm WST on Friday 11 May 2012 (Closing Date). Subject to compliance with the ASX Listing Rules, the Company reserves the right to close the Offer early or to extend the Closing Date.

2.3 Rights and liabilities attaching to Securities

A summary of the rights and liabilities attaching to Shares to be issued on exercise of the Underwriter Options is set out in Section 4.1.

The terms of the Underwriter Options are set out in Section 4.2.

2.4 Entitlement and eligibility

The Offer is being made to the Underwriter in accordance with the Company's obligations under the Underwriting Agreement. No other persons should apply for Underwriter Options pursuant to the Offer.

2.5 Acceptance Form

Acceptance of the Offer must be made by completing and returning the Acceptance Form accompanying this Prospectus.

Acceptance of the Offer creates a legally binding contract between the Underwriter and the Company for the number of Underwriter Options applied for and accepted by the Company. The Acceptance Form does not need to be signed to be a binding acceptance of Underwriter Options.

If the Acceptance Form is not completed correctly it may still be treated as valid. The Company's decision as to whether to treat the acceptance as valid and how to construe, amend or complete the Acceptance Form is final.

2.6 Minimum subscription

There is no minimum subscription for the Offer.

2.7 Underwriter

The Offer is not underwritten.

2.8 ASX quotation of Underwriter Options

Application for official quotation on ASX of the Underwriter Options issued pursuant to this Prospectus will be made within seven (7) days after the date of this Prospectus.

If the Underwriter Options offered pursuant to the Offer are not admitted to official quotation within three (3) months after the date of this Prospectus, the Company will not allot or issue any Underwriter Options.

The fact that ASX may agree to grant official quotation of the Underwriter Options is not to be taken in any way as an indication of the merits of the Company or the Underwriter Options.

2.9 Issue of Underwriter Options and dispatch of Holding Statement

Underwriter Options offered by this Prospectus are expected to be issued, and a Holding Statement dispatched, on the date specified in the timetable in Section 1.6 of this Prospectus. No issue of Underwriter Options will be made until ASX grants permission for the quotation of the Underwriter Options.

It is the responsibility of the Underwriter to determine its allocation prior to trading in the Underwriter Options. The sale by the Underwriter of Underwriter Options prior to the receipt of a Holding Statement is at the Underwriter's own risk.

2.10 No brokerage

No investor will pay brokerage as a subscriber for Underwriter Options under the Offer.

2.11 CHESS

The Company participates in the Clearing House Electronic Sub-register System (CHESS). ASX Settlement, a wholly owned subsidiary of ASX, operates CHESS in accordance with the Listing Rules and the ASX Settlement Rules.

Under CHESS, the Applicant will not receive a certificate but will receive a statement of their holding of Options (CHESS Statement or Holding Statement).

If you are broker sponsored, ASX Settlement will send you a CHESS Statement.

The CHESS Statement will set out the number of Options issued under this Prospectus, provide details of your holder identification number and give the participation identification number of the sponsor.

If you are registered on the issuer sponsored sub-register, your statement will be dispatched by the Company's Share Register and will contain the number of Options issued to you under this Prospectus and your security holder reference number.

A CHESS Statement or issuer sponsored statement will routinely be sent to Shareholders at the end of any calendar month during which the balance of their shareholding changes. Shareholders may request a statement at any other time, however, a charge may be made for additional statements.

2.12 Privacy

If you apply for Underwriter Options you will be providing personal information to the Company and the Share Registry. The Company and the Share Registry collect, hold and use your personal information in order to assess your Application, service your needs as an investor, provide facilities and services that you request, carry out appropriate administration and to facilitate distribution payments and corporate communications to you as a Shareholder.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Share Registry.

Collection, maintenance and disclosure of certain personal information are governed by legislation including the Privacy Act (as amended), the Corporations Act and certain rules of ASX. If you do not provide the information required on the Acceptance Form, the Company may not be able to accept or process your Application.

Under the Privacy Act, you may request access to your personal information held by, or on behalf of, the Company or the Share Registry. You can request access to your personal information by writing to the Company through the Share Registry at:

Link Market Services Ground Floor 178 St Georges Terrace Perth WA 6000

Telephone: +61 2 8280 7111 (outside Australia) and 1300 544 474 (within Australia)

Facsimile: +61 2 9287 0303

2.13 Taxation implications

The Directors do not consider that it is appropriate to give potential Applicants advice regarding the taxation consequences of applying for Underwriter Options under this Prospectus as it is not possible to provide a comprehensive summary of the possible taxation positions of potential Applicants. The Company, its advisers and officers do not accept any responsibility or liability for any taxation consequences to potential Applicants in the Offer. Potential Applicants should, therefore, consult their own tax adviser in connection with the taxation implications of the Offer.

2.14 Enquiries

This Prospectus provides information for potential investors in the Company and should be read in its entirety.

If after reading this Prospectus you have any questions about any aspect of an investment in the Company, please contact your stockbroker, accountant or financial advisor.

3. Effect of the Offer

3.1 Principal effect of the Offer on the Company

The principal effect of the Offer will be to increase the number of Options on issue by 350,000,000 Underwriter Options.

An indirect effect of the Offer is to facilitate the issue of 62,500,000 Placement Options during the course of the Offer, thus removing trading restrictions on those Options that might otherwise have applied.

3.2 Capital structure

The capital structure of the Company following completion of the Offer (assuming the Offer is fully subscribed) is set out below:

Ordinary Shares	Number
Shares on issue1	3,488,062,324

Options	Number
Current Listed Options on issue2	646,168,499
Unlisted Options on issue	182,993,000
Placement Options	62,500,000
Underwriter Options	350,000,000
Total Options on issue on completion of Offer	1,241,661,499

Notes:

• 1. Assuming 100% of the Shares offered by way of the Entitlement Issue Prospectus have been issued.
• 1. Assuming 100% of the Options offered by way of the Entitlement Issue Prospectus have been issued.

3.3 Financial impact

As the Underwriter Options are to be issued for nil consideration, the Offer will have no financial impact on the Company.

In the event that all the Underwriter Options are exercised before or on the Expiry Date, the Company will receive proceeds of \$1,750,000.

4. Rights and liabilities attached to securities

4.1 Rights and liabilities attaching to Shares

Assuming the Underwriter Options are exercised, the Shares to be issued on exercise of Underwriter Options will be fully paid ordinary shares in the capital of the Company and will rank equally with existing Shares.

The following is a broad summary (though not necessarily an exhaustive or definitive statement) of the rights and liabilities attaching to the Shares. Full details of the rights and liabilities attaching to the Shares are contained in the Constitution of the Company and, in certain circumstances, are regulated by the Corporations Act, the Listing Rules, the ASX Settlement Rules and the common law. The Company's Constitution is available for inspection free of charge at the Company's registered office.

(a) Share capital

All issued ordinary fully paid shares rank equally in all respects.

(b) Voting rights

At a general meeting of the Company, every holder of Shares present in person, by an attorney, representative or proxy has one (1) vote on a show of hands and on a poll, one (1) vote for each Share held, and for every partly paid Share held, a fraction of a vote equivalent to the proportion which the amount paid (not credited) on the Share is of the total amounts paid and payable (excluding amounts credited) on the Share. Where there is an equality of votes, the chairperson has a casting vote.

(c) Dividend rights

Subject to the rights of persons entitled to Shares with special rights to dividend (at present there are none), all dividends as declared by the Directors shall be payable on all Shares in proportion to the amount of capital paid or credited as paid on the Shares during any portion or portions of the period in respect of which the dividends are paid.

Dividends are payable only out of the profits of the Company as determined by the Directors or the Shareholders in a general meeting which shall be conclusive. The Directors may, before declaring any dividend, set aside out of the profits of the Company such amounts as they may determine as reserves. The Directors may direct that payment of a dividend be made wholly or in part by the distribution of specific assets or other securities of the Company.

(d) Rights on winding-up

If the Company is wound up, the liquidator may, with the authority of a special resolution, divide among the Shareholders in kind the whole or any part of the property of the Company and may for that purpose set such value as the liquidator considers fair upon any property to be so divided and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.

The liquidator may, with the authority of a special resolution, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any Shares or other securities in respect of which there is any liability.

(e) Transfer of Shares

Shares in the Company may be transferred by such means in accordance with the Company's Constitution, the Corporations Act, the Listing Rules and the ASX Settlement Rules.

The Directors may refuse to register a transfer of Shares only in those circumstances permitted by the Company's Constitution, the Listing Rules and ASX Settlement Rules.

(f) Further increases in capital

Subject to the Company's Constitution, the Corporations Act and the Listing Rules, Shares in the Company are under the control of the Directors, who may allot or dispose of all or any of the Shares to such persons, and on such terms, as the Directors determine.

Subject to the Listing Rules, the Directors have the right to grant Options or other securities with rights of conversion to Shares or pre-emptive rights to any Shares, to any person, for any consideration and for any stock.

(g) Variation of rights attaching to Shares

The rights attaching to the Shares of a class (unless otherwise provided by their terms of issue) may only be varied by a special resolution passed at a separate general meeting of the holders of those Shares of that class, or in certain circumstances, with the written consent of the holders of at least seventy-five percent (75%) of the issued Shares of that class.

(h) General meeting

Each holder of Shares will be entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive notices, accounts and other documents required to be furnished to Shareholders under the Corporations Act and the Listing Rules.

4.2 Terms of Underwriter Options

The Underwriter Options issued pursuant to this Prospectus will be issued on the following terms and conditions:

• (a) Each Underwriter Option entitles the Underwriter Option Holder to subscribe for one (1) fully paid ordinary Share in the Company.
• (b) No amount is payable on grant of the Underwriter Options.
• (c) The exercise price of each Underwriter Option is \$0.005 (0.5 cents) (Exercise Price).
• (d) Each Underwriter Option may be exercised at any time before 5.00pm Perth, Western Australia local time on 30 June 2014 (Expiry Date). Any Underwriter Option not exercised by the Expiry Date will automatically expire.
• (e) The Company will give the Underwriter Option Holder a Holding Statement stating:

• (i) the number of Underwriter Options issued to the Underwriter Option Holder;

• (ii) the exercise price of the Underwriter Options; and

• (iii) the date of issue of the Underwriter Options.
• (f) The Underwriter Options are transferable. Subject to the Listing Rules and the Corporations Act, the Underwriter Option Holder may transfer some or all of the Underwriter Options at any time before the Expiry Date by way of:
• (i) a proper ASX Settlement transfer or any other method permitted by the Corporations Act; or
• (ii) a prescribed instrument of transfer.
• (g) An instrument of transfer of an Underwriter Option must be:
• (i) in writing;
• (ii) in any usual form or in any other form approved by the Directors and its share registry that is otherwise permitted by law;
• (iii) subject to the Corporations Act, executed by or on behalf of the transferor, and if required by the Company, the transferee; and
• (iv) delivered to the Company, at the place where the Company's register of Option Holders is kept, together with the certificate (if any) of the Option to be transferred and any other evidence as the Directors require to prove the title of the transferor to that Option, the right of the transferor to transfer that Option and the proper execution of the instrument of transfer.
• (h) The Company will apply to ASX for Official Quotation of the Underwriter Options.
• (i) The Company will apply to ASX for Official Quotation of the Shares issued on the exercise of Underwriter Options.
• (j) The Underwriter Option Holder is not entitled to participate in any new issue to existing Shareholders of securities in the Company unless they have exercised their Underwriter Options before the Record Date for determining entitlements to the new issue of securities and participate as a result of holding Shares. The Company must give the Underwriter Option Holder notice of the proposed terms of the issue or offer in accordance with Listing Rules.
• (k) If the Company makes a bonus issue of Shares or other securities to Shareholders (except an issue in lieu of dividends or by way of dividend reinvestment) and no Share has been issued in respect of the Underwriter Option before the Record Date for determining entitlements to the issue, then the number of underlying Shares over which the Underwriter Option is exercisable is increased by the number of Shares which the Underwriter Option Holder would have received if the Underwriter Option Holder had exercised the Underwriter Option before the Record Date for determining entitlements to the issue.
• (l) If there is a reorganisation (including consolidation, sub-division, reduction or return) of the Share capital of the Company, then the rights of the Underwriter Option Holder (including the number of Underwriter Options to which the Underwriter Option Holder is entitled to and the exercise price) is changed to

the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

• (m) Any calculations or adjustments which are required to be made will be made by the Company's Board of Directors and will, in the absence of manifest error, be final and conclusive and binding on the Company and the Underwriter Option Holder.
• (n) The Company will, within a reasonable period, give to the Underwriter Option Holder notice of any change to the exercise price of any Underwriter Options held by the Underwriter Option Holder or to the number of Shares for which the Underwriter Option Holder is entitled to subscribe for upon the exercise of an Option.
• (o) To exercise Underwriter Options, the Underwriter Option Holder must give the Company or its Share Registry, at the same time:
• (i) a written exercise notice (in the form approved by the board of the Company from time to time) specifying the number of Underwriter Options being exercised and Shares to be issued; and
• (ii) payment of the Exercise Price for the Underwriter Options, the subject of the exercise notice, by way of bank cheque or by other means of payment approved by the Company.
• (p) The Underwriter Option Holder may only exercise Underwriter Options in multiples of 500 Underwriter Options unless the Underwriter Option Holder exercises all Underwriter Options held by the Underwriter Option Holder.
• (q) Underwriter Options will be deemed to have been exercised on the date the exercise notice is lodged with the Directors of the Company.
• (r) If the Underwriter Option Holder exercises less than the total number of Underwriter Options registered in the Underwriter Option Holder's name the Company will issue the Underwriter Option Holder a new Holding Statement stating the remaining number of Underwriter Options held by the Underwriter Option Holder.
• (s) Within 7 days after receiving an application for exercise of Underwriter Options and payment by the Underwriter Option Holder of the Exercise Price, the Company will issue the Underwriter Option Holder the number of Shares specified in the application.
• (t) Subject to the Company's Constitution, all Shares issued on the exercise of Underwriter Options will rank in all respects (including rights relating to dividends) pari passu with the existing ordinary shares of the Company at the date of issue.
• (u) These terms and the rights and obligations of the Underwriter Option Holder are governed by the laws of Western Australia. Underwriter The Underwriter Option Holder irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Western Australia.

5. Risk factors

5.1 Introduction

Activities in the Company and its controlled entities, as in any business, are subject to risks which may impact on the Company's future performance. There can be no guarantee that the Company will achieve its stated objectives.

An investment in Underwriter Options should be considered speculative. Underwriter Options carry no guarantee with respect to the payment of any dividends, returns of capital or the market value of those Underwriter Options.

The following risk factors are not intended to be an exhaustive list of all of the risk factors to which the Company is exposed.

5.2 Specific risks relating to the Company

The following risks have been identified as being key risks specific to an investment in the Company. These risks may adversely affect the Company's financial position, prospects and price of its listed securities.

In particular, the Company is subject to risks associated with the exploration and development of its mining tenements.

Exploration and development risk

• (a) Mining industry risks: Mineral exploration and mining may be hampered by circumstances beyond the control of the Company and are speculative operations which by their nature are subject to a number of inherent risks.
• (b) Exploration risks: The success of the Company depends on the delineation of economically minable reserves and resources, access to required development capital, movement in the price of commodities, securing and maintaining title to the Company's exploration and mining tenements and obtaining all consents and approvals necessary for the conduct of its exploration activities.

Exploration on the Company's existing exploration and mining tenements may be unsuccessful, resulting in a reduction of the value of those tenements, diminution in the cash reserves of the Company and possible relinquishment of the exploration and mining tenements.

(c) Resource estimates: Resource estimates are expressions of judgement based on knowledge, experience and industry practice. These estimates were appropriate when made, but may change significantly when new information becomes available.

There are risks associated with such estimates. Resource estimates are necessarily imprecise and depend to some extent on interpretations, which may ultimately prove to be inaccurate and require adjustment. Adjustments to resource estimates could affect the Company's future plans and ultimately its financial performance and value.

(d) Ability to exploit successful discoveries: It may not always be possible for the Company to exploit successful discoveries which may be made in areas in which the Company has an interest. Such exploitation would involve obtaining the necessary licences or clearances from relevant authorities or land beneficiaries that may require conditions to be satisfied and/or the exercise of discretions by such authorities. It may or may not be possible for such conditions to be satisfied. Further, the decision to proceed to further exploitation may require participation of other companies whose interests and objectives may not be the same as the Company's.

(e) Title risks and native title: Interests in tenements in Australia are governed by the respective State legislation and are evidenced by the granting of licences or leases. Each licence or lease is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, the Company could lose title to, or its interest in, tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments.

Tenements in which the Company may have an interest, or in which the Company at a future date may acquire an interest, could be subject to legitimate common law native title rights. If it is found that such rights do exist, the ability of the Company to gain access to the tenements may be adversely affected.

• (f) Environmental risks: The operations and activities of the Company are subject to State and Federal laws and regulations concerning the environment. As with most exploration projects and mining operations, the Company's operations and activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. It is the Company's intention to conduct its operations and activities to the highest standard of environmental obligation, including compliance with all environmental laws.
• (g) Access risks: Where mining tenements (or part thereof) are subject to private land, resource companies are required to negotiate access, compensation and mining agreements with the beneficial party in order to gain access to explore, develop and mine the resource. Negotiation and execution of such agreements are subject to the willingness of beneficial parties to co-operate with resource entities. Land use may also affect the timing of access to such land. As such, the Company maintains a high standard of co-operative working with beneficial title holders.
• (h) Mineral assemblage and consistency: The value of, and ability to mine, a resource is partially dependent on the mineral assemblage and / or quality and surrounding geological and soil setting. Information is not always necessarily available at the commencement of exploration, and is established at varying stages throughout development. Such data can affect the Company's ability to successfully extract, treat or sell the product. The Company makes all efforts to determine this information at practical stages throughout exploration to reduce risks associated with mineral assemblage and quality.

Other risks specific to the Company

(a) Operational and technical risk: Profitability depends on successful exploration and/or acquisition of reserves, design and construction of efficient processing facilities, competent operation and management including proficient financial management.

Mining and development operations can be hampered by force majeure circumstances, mechanical failure of plant and equipment, environmental considerations and cost overruns for unforeseen events.

(b) Future capital requirements: The Company may require substantial further financing in the future for its business activities, in addition to amounts raised pursuant to the Offer. Any additional equity financing may be dilutive to Shareholders, may be undertaken at lower prices than the current market price (or Offer price) or may involve restrictive covenants which limit the Company's operations and business strategy.

Although the Directors believe that additional capital can be obtained, no assurances can be made that appropriate capital or funding, if and when needed, will be available on terms favourable to the Company or at all. If the Company is unable to obtain additional financing as needed, it may be required to reduce, delay or suspend its operations and this could have a material adverse effect on the Company's activities and could affect the Company's ability to continue as a going concern.

• (c) Joint venture parties, agents and contractors: There is a risk of financial failure or default by a participant in any joint venture to which the Company is, or may become, a party or the insolvency or managerial failure by any of the contractors used by the Company in any of its activities or the insolvency or other managerial failure by any of the other service providers used by the Company for any activity.
• (d) Competition: The Company competes with other companies, including major mining companies in Australia and internationally. Some of these companies have greater financial and other resources than the Company and, as a result, may be in a better position to compete for future business opportunities. There can be no assurance that the Company can compete effectively with these companies.
• (e) Key personnel: Recruiting and retaining qualified personnel are important to the Company's success. The number of persons skilled in the exploration and development of mining properties is limited and competition for such persons is strong. There can be no assurance given that there will be no detrimental impact on the Company if such persons employed cease their employment with the Company.
• (f) Unforeseeable losses and liabilities: Whilst the Company currently has not incurred any liabilities and is adequately insured, no assurance can be provided as to potential uninsured losses or liabilities that may arise in the future.
• (g) Other: Other risk factors include those normally found in conducting business, including litigation resulting from the breach of agreements or in relation to employees (through personal injuries, industrial matters or otherwise) or any other cause, strikes, lockouts, loss of service of key management or operational personnel, non-insurable risks, delay in resumption of activities after reinstatement following the occurrence of an insurable risk and other matters that may interfere with the business or trade of the Company.

5.3 General investment risks

(a) Stock market conditions: As with all stock market investments, there are risks associated with an investment in the Company. Share prices may rise or fall and the price of Shares might trade below or above the exercise price for the Underwriter Options.

General factors that may affect the market price of Shares include economic conditions in both Australia and internationally, investor sentiment and local and international share market conditions, changes in interest rates and the rate of inflation, variations in commodity process, the global security situation and the possibility of terrorist disturbances, changes to government regulation, policy or legislation, changes which may occur to the taxation of companies as a result of changes in Australian and foreign taxation laws, changes to the system of dividend imputation in Australia and changes in exchange rates.

• (b) Liquidity risk: There can be no guarantee that there will continue to be an active market for Shares or that the price of Shares will increase. There may be relatively few buyers or sellers of Shares on ASX at any given time. This may affect the volatility of the market price of Shares. It may also affect the prevailing market price at which Shareholders are able to sell their Shares. This may result in Shareholders receiving a market price for their Shares that is less or more than the price paid under the Offer.
• (c) Securities investment risk: Applicants should be aware that there are risks associated with any securities investment. Securities listed on the stock market, and in particular securities of mining and exploration companies have experienced extreme price and volume fluctuations that have often been unrelated to the operating performances of such companies. These factors may materially affect the market price of the securities regardless of the Company's performance.
• (d) Taxation: There may be taxation implications arising from the Application for Shares, the receipt of dividends (both franked and unfranked) from the Company, participation in any on-market Share buy-back and on the disposal of Shares.

6. Continuous disclosure documents

6.1 Continuous disclosure obligations

This is a prospectus for the offer of continuously quoted securities (as defined in the Corporations Act) of the Company and is issued pursuant to Section 713 of the Corporations Act as a transaction specific prospectus. Accordingly, this Prospectus does not contain the same level of disclosure as an initial public offer prospectus.

The Company is a "disclosing entity" for the purposes of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. As a listed company, the Company is subject to the Listing Rules which require it to immediately notify ASX of any information concerning the Company of which it is or becomes aware and which a reasonable person would expect to have a material effect on the price or value of Shares, subject to certain exceptions.

6.2 Documents available for inspection

The Company has lodged the following announcements with ASX since the lodgement of the Company's 2011 annual financial report on 30 September 2011:

Date	Description of ASX Announcement
24 October 2011	260% Resource Increase at Governor Broome
26 October 2011	Notice of Annual General Meeting / Proxy Form
31 October 2011	Quarterly Report and Appendix 5B
30 November 2011	AGM Presentation
02 December 2011	Appendix 3B
06 December 2011	Becoming a Substantial Shareholder
30 January 2012	Former Iluka Chief Geologist to lead Mineral Sands Team
31 January 2012	Quarterly Report and Appendix 5B
23 February 2012	\$3.1 Million capital raise
29 February 2012	Completion of Placement, 4B and Cleansing Notice
01 March 2012	Mineral Sands Presentation
07 March 2012	Carr Boyd Range and Lissadell Road Dykes
14 March 2012	Change in substantial holding
15 March 2012	Half Yearly Accounts
19 March 2012	Rights Issue Timetable and Appendix 3B
22 March 2012	Prospectus
22 March 2012	Notice of General Meeting/Proxy Form
23 March 2012	Notification to Security Holders
28 March 2012	Investor Presentation Evening
29 March 2012	Governor Broome drilling program to commence in April
2 April 2012	Appendix 3B
10 April 2012	Confirmation of mail out of prospectus
10 April 2012	Independent Research Report
12 April 2012	Investor Evening Presentation

17 April 2012	Interview Broadcast
24 April 2012	Quarterly Reports
26 April 2012	Results of Meeting
30 April 2012	Rig Mobilisation to Governor Broome
3 May 2012	Rights Issue Shortfall Notice
3 May 2012	Interview Broadcast – Project Update

Copies of documents lodged with the ASIC in relation to the Company may be obtained from, or inspected at, an office of the ASIC.

Copies of documents lodged with ASX, in relation to the Company, may be obtained from the Company's website at www.aro.com.au or at ASX's website at www.asx.com.au.

The Company will provide a copy of each of the following documents, free of charge, to any person on request from the date of this Prospectus until the Closing Date:

• (a) the annual financial report of the Company for the financial year ended 30 June 2011, being the annual financial report of the Company most recently lodged with the ASIC before the issue of this Prospectus;
• (b) the half-year financial report of the Company for the half-year ended 31 December 2011, being the half-year financial report of the Company lodged with ASIC after lodgement of the annual financial report referred to in paragraph (a) above and before the issue of this Prospectus; and
• (c) any documents used to notify ASX of information relating to the Company in the period from lodgement of the annual financial report referred to in paragraph (a) above until the issue of the Prospectus in accordance with the Listing Rules as referred to in Section 674(1) of the Corporations Act.

Copies of all documents lodged with the ASIC in relation to the Company can be inspected at the registered office of the Company during normal office hours.

7. Additional information

7.1 Interests of Directors

Other than as set out below or elsewhere in this Prospectus, no Director nor any entity in which such a Director is a partner or director, has or has had in the two (2) years before the date of this Prospectus, any interest in:

• (a) property acquired or proposed to be acquired by the Company in connection with its formation or promotion of the Offer; or
• (b) the Offer,

and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) and no other benefit has been given or agreed to be given to any Director or proposed director or to any entity in which such a Director or proposed director is a partner or director, either to induce him to become, or to qualify as, a Director or otherwise for services rendered by him or by the entity in connection with the formation or promotion of the Company or the Offer.

Security holding interests of Directors and proposed directors

At the date of this Prospectus the relevant interest of each of the Directors and Proposed Directors in the Shares and Options of the Company are as follows:

	Shares		Listed
Director	Direct	Indirect	Options	Unlisted Options
Mr Peter Jermyn		29,729,4131		15,000,0003
Mr Robert Hyndes		4,800,0002	450,000	10,000,0004
Mr Malcolm Macleod				15,000,0005
Mr Graham Libbesson	Nil	Nil	Nil	Nil

Notes:

• 1. Mr Jermyn's indirect interest in Shares and Unlisted Options is held in the name of Cable Nominees Pty Ltd.
• 1. Mr Hyndes' indirect interest in Shares and Unlisted Options is held in the name of Splendour Investments Pty Ltd.
• 1. Mr Jermyn's Unlisted Options have an exercise price \$0.01 each and expire on 31 July 2013.
• 1. Mr Hyndes' Unlisted Options have an exercise price \$0.01 each and expire on 30 June 2013.
• 1. Mr Macleod's Unlisted Options, have an exercise price \$0.01 each and expire on 31 July 2013.

Remuneration of Directors

The Constitution of the Company provides that the Directors may be paid for their services as Directors. The remuneration shall, subject to any resolution of a general meeting, be fixed by the Directors.

The Constitution provides that non-executive Directors may collectively be paid as remuneration for their services a fixed sum not exceeding the aggregate maximum set by the Company in a general meeting. The aggregate maximum is presently set at \$200,000.

A Director may be paid fees or other amounts as the Directors determine, where a Director performs duties or provides services outside the scope of their normal duties. A Director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties.

Director's indemnity deed

The Company has entered into a deed of indemnity with Mr Jermyn.

Under the deed the Company has undertaken, subject to the restrictions in the Corporations Act, to indemnify Mr Jermyn in certain circumstances whilst a Director and for 10 years after Mr Jermyn has ceased to be a Director.

7.2 Expenses of the Offer

The estimated expenses payable in cash by the Company in respect of costs associated with this Prospectus and the Offer, including offer management, legal, accounting, corporate advisory, printing, ASIC and ASX fees and other costs will be approximately \$10,000.

7.3 Interests of experts and advisers

Other than as set out below or elsewhere in this Prospectus, all other persons named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus do not have, and have not had in the two (2) years before the date of this Prospectus, any interest in:

• (a) the formation or promotion of the Company;
• (b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion of the Offer; or
• (c) the Offer,

and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) and no other benefit has been given or agreed to be given to any of those persons for services provided by those persons in connection with the formation or promotion of the Company or the Offer.

Jackson McDonald has acted as solicitors to the Company in relation to the Offer and legal due diligence enquiries in respect of the Company and is entitled to be paid approximately \$2,500 (plus GST) in respect of these services. In addition, Jackson McDonald has provided other legal services to the Company in the period two (2) years prior to the date of this Prospectus and has been paid, or in entitled to be paid, fees totalling approximately \$43,000 (plus GST) for these other services.

Stantons International acts as auditor of the Company and has been paid \$52,852 (plus GST) for the provision of professional services in relation to the auditing of the financial statements of the Company and other professional services in the period two (2) years prior to the date of this Prospectus.

7.4 Consents and liability statements

Jackson McDonald has given and has not, before lodgement of this Prospectus with the ASIC, withdrawn its consent to be named in this Prospectus as solicitors to the Company in the form and context in which it is named.

Stantons International has given and has not, before lodgement of this Prospectus with the ASIC, withdrawn its consent to:

(a) be named in this Prospectus as Auditor to the Company in the form and context in which it is named; and

(b) the inclusion in this Prospectus by reference of the financial statements, auditor's independence declaration and independent auditor's review report contained in the Half-Yearly Report, and statements in this Prospectus concerning the Company's reviewed financial statements for the period ended 31 December 2011.

Link Market Services Limited has given and has not, before lodgement of this Prospectus with the ASIC, withdrawn its consent to be named in this Prospectus as the Company's Share Registry in the form and context in which it is named.

Each of Jackson McDonald, Stantons International and Link Market Services Limited:

• (a) did not authorise or cause the issue of this Prospectus;
• (b) does not make, or purport to make, any statement in this Prospectus nor is any statement in this Prospectus based on any statement by any of those parties other than as specified in this Section; and
• (c) to the maximum extent permitted by law, expressly disclaims any responsibility or liability for any part of this Prospectus other than a reference to its name and a statement contained in this Prospectus with consent of that party as specified in this Section.

7.5 Litigation

As at the date of this Prospectus, the Company is not involved in any material legal proceedings and the Directors are not aware of any material legal proceedings pending or threatened against the Company.

7.6 Competent person statement

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.

8. Directors' statement

Each Director has consented to the lodgement of this Prospectus with ASIC and has not withdrawn that consent.

This Prospectus is signed for and on behalf of the Company pursuant to a resolution of the Board by:

Peter Jermyn

Non-Executive Chairman

Dated: 4 May 2012

9. Glossary of Terms

Acceptance Form	The acceptance form accompanying this Prospectus.
Annual Report	The annual report of the Company for the year ended 30 June 2011 lodged with ASX on 30 September 2011.
Application	An application for the Underwriter Options under this Prospectus.
Applicant	A person who applies for Underwriter Options in accordance with this Prospectus.
ASIC	The Australian Securities and Investments Commission.
ASX	ASX Limited ACN 008 624 691 or the Australian Securities Exchange as the context requires.
ASX Settlement	ASX Settlement Pty Ltd ACN 008 504 532.
ASX Settlement Rules	The settlement rules of ASX Settlement.
Bankable Feasibility Study	A study carried out to establish the feasibility of developing commercial mining operations on the land the subject of the Tenements which recommends developing a commercial mining operation and that is of a standard suitable to be submitted to a financial institution as the basis for lending of funds for developing a commercial mining operation contemplated in the study and is capable of supporting a Decision to Mine.
Board	The board of Directors of the Company.
CHESS	Clearing House Electronic Sub-register System operated by ASX Settlement.
CHESS Statement or Holding Statement	A statement of shares registered in a CHESS account.
Closing Date	The closing date of the Offer as set out in Section 1.6.
Company	Astro Resources NL ACN 007 090 904.
Consolidated Entity	The Company and its subsidiaries.
Constitution	The constitution of the Company.
Corporations Act	Corporations Act 2001 (Cth).
Decision to Mine	A resolution of the board of directors to develop a commercial mining operation on the land the subject of any Tenement based on receipt by the Company of a Bankable Feasibility Study.

Director	A director of the Company as at the date of this Prospectus.
Entitlement	The number of Underwriter Options that the Applicant is entitled to apply for under the Offer.
Entitlement Issue Prospectus	The Company's prospectus for a renounceable pro rata issue of Shares and Options dated 21 March 2012.
Exercise Price	The exercise price of each Option as set out in Section 4.2(c).
Expiry Date	The expiry date for the exercise of Underwriter Options as set out in Section 4.2(d).
General Meeting	The General Meeting of Shareholders held on 26 April 2012.
Group Company	The Company or any of its subsidiaries, as the case requires.
GST	Goods and services tax.
GWM	Governor Well Minerals Pty Ltd ACN 137 970 579.
Half-Yearly Report	The half-yearly report of the Company for the period ended 31 December 2011 lodged with ASX on 15 March 2011.
Holder	The holder of Share or an Option, as the context requires.
Issue	The issue of Underwriter Options offered by this Prospectus.
JORC Code	The 2004 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves".
Listing Rules	The listing rules of ASX.
Lodgement Date	The date of lodgement of the Prospectus with ASIC as set out in Section 1.6.
Offer	The Offer of Underwriter Options under this Prospectus.
Offer Period	The period commencing on the Opening Date and ending on the Closing Date.
Official Quotation	Official quotation on ASX.
Opening Date	The opening date of the Offer as set out in Section 1.6.
Option	An option to subscribe for a Share.

Option Holder	The holder of an Option.
Placement	The issue of 250,000,000 Shares at an issue price of \$0.002 and 62,500,000 Placement Options as announced by the Company on 23 February 2012.
Placement Option	An Option with an exercise price of \$0.005 expiring on 30 June 2014 issued to sophisticated and professional investors pursuant to the Placement.
Privacy Act	Privacy Act 1988 (Cth).
Project	Scott Coastal Plain Mineral Services Project.
Prospectus	This prospectus dated 4 May 2012, including any electronic or online version of this prospectus.
Relevant Company	The Company and its subsidiaries.
RNRF	Reliance Natural Resource Fund Pty Ltd ACN 140 558 809.
Section	A section of this Prospectus.
Securities	Shares and/or Options.
Share	A fully paid ordinary share in the capital of the Company.
Share Registry	The Company's registry, Link Market Services Limited ACN 083 214 537.
Shareholder	The holder of a Share.
Tenements	Granted mining tenements held by GWM, which as at the date of this Prospectus comprise E70/2372, E70/2464, E70/2655, E70/2708, E70/3681, E70/3682, P701583, P70/1584, P70/1587, P70/1585 and P70/1586.
Underwriter	Pareto Capital Pty Ltd ACN 131 858 681.
Underwriter Option	An Option to be issued to the Underwriter pursuant to the Underwriting Agreement and this Prospectus.
Underwriting Agreement	The underwriting agreement between the Company and the Underwriter dated 23 February 2012.
WST	Western Standard Time, being the time in Perth, Western Australia.