VENARI MINERALS NL — Capital/Financing Update 2012

Mar 22, 2012

23 March 2011

NOTIFICATION TO SECURITY HOLDERS

Astro Resources NL (the Company ) (ASX:ARO) has completed notification to security holders regarding the fully‐underwritten, non‐renounceable rights issue as announced 19 March 2012.

Please find the following notifications as mailed out to securities holder today.

ENDS

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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 Fax: +61 8 9486 1258

ABN 96 007 090 904 Email: admin@aro.com.au

Astro Resources NL

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23 March 2012

ABN 96 007 090 904

Ground Floor, 3 Richardson St West Perth WA 6005 PO Box 1728 West Perth 6872 Western Australia

Name Company Address 1 Address 2 Address 3

Tel: +61 8 6389 5777 Fax: +61 8 9486 1258 admin@aro.com.au

Notice to Shareholders Fully Underwritten Non-Renounceable Rights Issue

Dear Shareholder

Astro Resources NL ( Astro or the Company ) (ASX:ARO) announced on 19 February 2012 a fully underwritten non‐renounceable rights issue to raise approximately $2.6million ( Entitlement Offer ).

Under the Entitlement Offer, Astro will offer shareholders with registered addresses in Australia, New Zealand or Hong Kong ( Eligible Shareholders ) three (3) fully paid ordinary Shares ( New Shares ) for every five (5) Shares held at 7:00pm AEDT on 30 March 2012 ( Record Date ) at an issue price of $0.002 (0.2 cents) per New Share. One (1) free‐attaching option, with an exercise price of $0.005 (0.5 cents) and expiring 30 June 2014 ( New Option ), will be issued for every four (4) New Shares issued. Astro will apply for quotation of the New Options following the close of the Entitlement Offer.

Pursuant to the Entitlement Offer, the Company may issue a maximum of 1,308,020,743 New Shares. This will result in the Company having a maximum of 3,488,055,315 Shares on issue following completion of the Entitlement Offer. The New Shares will have the same rights as, and will rank equally with, existing Shares on issue.

The Company will also issue a maximum of 327,005,186 New Options pursuant to the Entitlement Offer. Subject to the Company’s application for quotation of the New Options being approved by the Australian Securities Exchange ( ASX ), this will result in the Company having a maximum of 646,168,508 listed options and 270,065,356 unlisted options (issued with various exercise prices and expiry dates) on issue following completion of the Entitlement Offer.

In accordance with the requirements of section 713 of the Corporations Act 2001 ( Cth ) ( Corporations Act ) Astro lodged a prospectus for the Entitlement Offer ( Prospectus ) with the Australian Securities Investment Commission ( ASIC ) and ASX on 21 and 22 March 2012 (respectively). The Prospectus will be despatched to all Eligible Shareholders, together with an Entitlement and Acceptance Form, on 5 April 2012. If you are eligible and wish to participate, please read the Prospectus when you receive it and carefully follow the instructions. The Entitlement Offer is expected to close at 5:00pm (AEST) on 27 April 2012 ( Closing Date ).

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A copy of the Prospectus as lodged with ASX is available from the ASX website (asx.com.au) and the Company’s website (www.aro.com.au). Full details of the terms and conditions of the Entitlement Offer are contained in the Prospectus.

Eligible Shareholders may also elect to participate in the shortfall facility and apply for Shares in excess of their pro rata entitlements under the Entitlement Offer.

Astro will use the funds raised through the Entitlement Offer to complete the acquisition of Governor Well Minerals (80% equity interest), continue the development of the Scott Coastal Plain Project, enhance the Company’s working capital position and pay the costs of the offer.

The Entitlement Offer is fully underwritten by Pareto Capital Pty Ltd.

The Company further advises that:

• (a) no shareholder approval is required for the Entitlement Offer, and therefore no shareholder approval will be sought;

• (b) given the Company’s status as a mining exploration company, it currently has no established dividend policy; and

• (c) fractions of entitlements to New Shares and New Options will be rounded up.

Indicative Timetable

Event

Date*

Announcement of Entitlement Offer and application for quotation of securities Notice to option holders and lodgement of Prospectus with ASIC and ASX Notice to shareholders, including ineligible foreign shareholders Ex date for securities trading Record Date Complete dispatch of Prospectus with acceptance form Close of Entitlement Offer (5:00pm AEST) Trading commences on a deferred settlement basis Allotment of securities Dispatch of holding statements Normal trading commences

19 March 2012 22 March 2012 23 March 2012 26 March 2012 30 March 2012 5 April 2012 27 April 2012 30 April 2012 4 May 2012 7 May 2012 8 May 2012

(*Dates are subject to change and indicative only.)

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If you are eligible and wish to participate in the Entitlement Offer, it will be necessary for you to complete an Entitlement and Acceptance Form, which will accompany your Prospectus, and return it, with the appropriate application money to Astro’s share registry, Link Market Services, or alternatively utilise the BPAY® facilities as provided on your Entitlement and Acceptance Form.

The Prospectus and your personalised Entitlement and Acceptance Form will be mailed to shareholders on 5 April 2012 as indicated in the above timetable.

We look forward to your participation in the Entitlement Offer.

Yours sincerely

Robert Hyndes Executive Director

Astro Resources NL

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ABN 96 007 090 904

Ground Floor, 3 Richardson St West Perth WA 6005 PO Box 1728 West Perth 6872 Western Australia

23 March 2012

Tel: +61 8 6389 5777 Fax: +61 8 9486 1258 admin@aro.com.au

Name Company Address 1 Address 2 Address 3

Notice to Ineligible Shareholders Fully Underwritten Non-Renounceable Rights Issue

Dear Shareholder,

Astro Resources NL ( Astro or the Company ) (ASX:ARO) announced on 19 February 2012 a fully underwritten non‐renounceable rights issue to raise approximately $2.6million ( Entitlement Offer ).

Under the Entitlement Offer, Astro will offer shareholders with registered addresses in Australia, New Zealand or Hong Kong ( Eligible Shareholders ) three (3) fully paid ordinary Shares ( New Shares ) for every five (5) Shares held at 7:00pm AEDT on 30 March 2012 ( Record Date ) at an issue price of $0.002 (0.2 cents) per New Share. One (1) free‐attaching option, with an exercise price of $0.005 (0.5 cents) and expiring 30 June 2014 ( New Option ), will be issued for every four (4) New Shares issued. Astro will apply for quotation of the New Options following the close of the Entitlement Offer.

Pursuant to the Entitlement Offer, the Company may issue a maximum of 1,308,020,743 New Shares. This will result in the Company having a maximum of 3,488,055,315 Shares on issue following completion of the Entitlement Offer. The New Shares will have the same rights as, and will rank equally with, existing Shares on issue.

The Company will also issue a maximum of 327,005,186 New Options pursuant to the Entitlement Offer. Subject to the Company’s application for quotation of the New Options being approved by the Australian Securities Exchange ( ASX ), this will result in the Company having a maximum of 646,168,508 listed options and 270,065,356 unlisted options (issued with various exercise prices and expiry dates) on issue following completion of the Entitlement Offer.

In accordance with the requirements of section 713 of the Corporations Act 2001 ( Cth ) ( Corporations Act ) Astro lodged a prospectus for the Entitlement Offer ( Prospectus ) with the Australian Securities Investment Commission ( ASIC ) and ASX on 21 and 22 March 2012 (respectively).

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Astro has decided that it is not practical to make the Offer to shareholders with a registered address outside Australia, New Zealand or Hong Kong ( Non-participating Shareholders ), having regard to the number of such Shareholders, their holdings and the compliance costs required to extend the Offer to those shareholders.

Unfortunately, as you are a Non‐participating Shareholder, no offer is being made to you through the Prospectus prepared by Astro in relation to the Offer and as such will not be sent to you.

This letter is not an offer to issue Shares to you, nor an invitation for you to apply for Shares under the Offer. You do not have to take any further action in relation to the Offer.

Should you have any questions with regard to the Offer, please contact Astro on +61 8 6389 5777.

Yours sincerely,

Robert Hyndes Executive Director

Astro Resources NL

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ABN 96 007 090 904

Ground Floor, 3 Richardson St West Perth WA 6005 PO Box 1728 West Perth 6872 Western Australia

22 March 2012

Tel: +61 8 6389 5777 Fax: +61 8 9486 1258 admin@aro.com.au

Name Company Address 1 Address 2 Address 3

Notice to Option Holders Fully Underwritten Non-Renounceable Rights Issue

Dear Option Holder,

Astro Resources NL ( Astro or the Company ) (ASX:ARO) announced on 19 March 2012 a fully underwritten non‐renounceable rights issue to raise approximately $2.6million ( Entitlement Offer ).

Under the Entitlement Offer, Astro will offer shareholders with registered addresses in Australia, New Zealand or Hong Kong ( Eligible Shareholders ) three (3) fully paid ordinary Shares ( New Shares ) for every five (5) Shares held at 7:00pm AEDT on 30 March 2012 ( Record Date ) at an issue price of $0.002 (0.2 cents) per New Share. One (1) free‐attaching option, with an exercise price of $0.005 (0.5 cents) and expiring 30 June 2014 ( New Option ), will be issued for every four (4) New Shares issued. Astro will apply for quotation of the New Options following the close of the Entitlement Offer.

Pursuant to the Entitlement Offer, the Company may issue a maximum of 1,308,020,743 New Shares. This will result in the Company having a maximum of 3,488,055,315 Shares on issue following completion of the Entitlement Offer. The New Shares will have the same rights as, and will rank equally with, existing Shares on issue.

The Company will also issue a maximum of 327,005,186 New Options pursuant to the Entitlement Offer. Subject to the Company’s application for quotation of the New Options being approved by the Australian Securities Exchange ( ASX ), this will result in the Company having a maximum of 646,168,508 listed options and 270,065,356 unlisted options (issued with various exercise prices and expiry dates) on issue following completion of the Entitlement Offer.

In accordance with the requirements of section 713 of the Corporations Act 2001 ( Cth ) ( Corporations Act ) Astro lodged a prospectus for the Entitlement Offer ( Prospectus ) with the Australian Securities Investment Commission ( ASIC ) and ASX on 21 and 22 March 2012 respectively. The Prospectus will be despatched to all Eligible Shareholders, together with an Entitlement and Acceptance Form, on 5 April 2012. If you are eligible and wish to participate, please read the Prospectus when you receive it and carefully follow the instructions. The Entitlement Offer is expected to close at 5:00pm (AEST) on 27 April 2012 ( Closing Date ).

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The purpose of this letter is to give you notice that should you wish to participate in the Offer, you must exercise your Options before the Record Date. To ensure that your shares are allotted and issued before the Record Date, your Exercise of Option Form (enclosed) and relevant payment must be received by Astro no later than 30 March 2012.

Before making a decision whether to exercise your Options, or to participate in the Offer, you should seek independent advice from your professional advisor.

We look forward to your participation in the Offer.

Yours sincerely

Robert Hyndes Executive Director