VENARI MINERALS NL — Capital/Financing Update 2012

Mar 18, 2012

19 March 2011

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$2.6million Fully underwritten non-renounceable pro-rata rights issue
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Further to Astro Resources NL (“Astro”) (ASX:ARO) announcement on 23 February 2012, Astro is pleased to advise further details and the timetable in regards to the fully underwritten, non-renounceable pro-rata rights issue (the “Rights Issue” or “Offer”).

Terms

Eligible Shareholders (defined below) are to have the right to apply for three (3) New Shares for every five (5) Existing Shares, held on the Record Date (defined below), at an issue price of $0.002 (0.2cents) per New Share, with one (1) free attaching New Option for every four (4) New Share subscribed for (with an exercise price of $0.005 (0.5cents) on 30 June 2014).

Based on the number of Shares expected to be on issue on the Record Date, a total of 1,308,020,743 New Shares will be offered, raising $2,616,041 before costs of the Offer.

Record Date

Holders of shares in the Company with a registered address in Australia or New Zealand as at 5:00pm (WST) on 30 March 2012 (“Record Date”) will be eligible to participate in the Rights Issue (“Eligible Shareholders”).

Prospectus

The Rights Issue Prospectus will be lodged with the ASIC and released to the ASX on or before Wednesday 21 March 2012 and will be sent to Eligible Shareholders together with a personalised Entitlement and Acceptance Form on 5 April 2012.

A copy of the Offer Document will also be available for review on ASX’s website (www.asx.com.au) and on the Company’s website (www.aro.com.au) after it is lodged with ASX.

Use of proceeds from the Rights Issue

The Company will use the funds raised under the Rights Issue to:

• Complete the acquisition of Governor Well Minerals Pty Ltd (80% equity interest)

• Continue the development of the Scott Coastal Plain Project; and

• Enhance the Company’s working capital position.

• Pay the costs of the offer

Underwriter

The Rights Issue is fully underwritten by Pareto Capital Pty Ltd (AFSL 389395) (Underwriter) and under the terms of the underwriting agreement between the Company and the Underwriter (Underwriting Agreement).

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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

ASX Announcement – 19 March 2012

Subject to the Company obtaining shareholder approval, the Underwriter will receive an underwriting fee of 6% (excluding GST) of the value of the Underwritten Shares and 350,000,000 New Options.

The Underwriter has entered into sub-underwriting agreements to sub-underwrite 100% of the Underwritten Amount.

The Underwriter is responsible for paying all fees and commissions due to the sub-underwriters.

Full details of the Underwriting Agreement will be set out in the Offer Document.

Shortfall

Any New Shares not subscribed for will form part of the Shortfall. Eligible Shareholders may, in addition to their Entitlement apply for Additional Shares regardless of the size of their present holding by specifying the total amount of New Shares they will to apply for (including the Additional Shares) on their Entitlement and Acceptance Form.

As per the Underwriting Agreement the Underwriters will take up the balance of the Shortfall.

Timetable

The current proposed timetable for the Rights Issue is set out below. These dates are indicative only and the Company in consultation with the Underwriter, reserves the right to vary the dates (subject to the Corporations Act and the ASX Listing Rules).

only and the Company in consultation with the Underwriter, reserves the right to (subject to the Corporations Act and the ASX Listing Rules).	vary the dates
Activity	Date
Lodge Appendix 3B and announce Offer details	19 March
Lodge Prospectus with ASIC	21 March
Release Prospectus to ASX	22 March
Dispatch of notices to shareholders informing them of the Rights Issue	23 March
Shares trade on an “ex” Entitlement basis	26 March
Record Date for Entitlement to participate in the Rights Issue	30 March
Offer Document and Entitlement and Acceptance Form dispatched to Shareholders	5 April
Offer Opens	5 April
Closing Date for Receipt of Entitlement and Acceptance Form	27 April
Securities quoted on deferred settlement basis	30 April
ASX notified of under subscriptions	2 May
Holding statements are dispatched to Shareholders	7 May
Normal ASX trading for New Shares commences	8 May

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ASX Announcement – 19 March 2012

*The above dates are indicative only and may change without notice. The Directors in consultation with the Underwriter, reserve the right to amend this indicative timetable at any time (subject to the Corporations Act and ASX Listing Rules), to extend the Closing Date, to accept late Entitlement and Acceptance Forms either generally or in particular cases, to close the Offer early or to cancel the Rights Issue without prior notice in its absolute discretion. The commencement of quotation of new securities is subject to confirmation from the ASX.

*Shareholders should consult their professional advisors in regards to the definition of ‘Ex’ Date and Record Date to ensure that their entitlement to participate in the Rights Issue is assured. Where fractions arise in the calculation of entitlements, they will be rounded down to the nearest whole number.

ENDS

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Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Astro Resources NL

ABN

96 007 090 904

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	a) Fully paid ordinary shares b) Listed options
	a) 1,308,020,743 b) 327,005,186
	a) Fully paid ordinary shares b) Listed Options (exercisable at $0.005, expiry 30 June 2014)

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

Appendix 3B New issue announcement

4 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted+securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering +securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)	a) Yes b) No – new class of options	a) Yes b) No – new class of options
	a) $0.002 b)Free attaching
	Pursuant to the fully underwritten, non- renounceable Rights Issue announced 23 February 2012. Funds to supplement working capital, including development the Scott Coastal Plain Mineral Sands Project
	4 May 2012 with (sub)underwriter shortfall applications being issued 14 May 2012
	3,288,055,315 381,663,322 327,005,186	Fully paid ordinary shares Options (exercise price $0.05, expiry 30/11/2012) Options (exercise price $0.005, expiry 30/06/2012)

• See chapter 19 for defined terms.

Appendix 3B Page 2

24/10/2005

Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)	Number	+Class
	11,000,000 13,565,356 130,000,000 47,500,000 5,500,000 200,000,000	Options (exercise price $0.02 expiry 31/03/2012) Options (exercise price $0.25 expiry 30/04/2012) Options (exercise price $0.01 expiry 30/06/2012) Options (exercise price $0.01 expiry 31/07/2013) Options (exercise price $0.02 expiry 07/10/2012) Fully paid ordinary shares, voluntary escrow to 19-09- 2012

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

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval No required? 12 Is the issue renounceable or nonNon-Renounceable renounceable? 13 Ratio in which the[+] securities a) 3 Shares for every 5 Shares currently held will be offered b) 1 Option for every 4 Shares issued under the Rights Issue 14 +Class of +securities to which the Fully paid ordinary shares offer relates 15 +Record date to determine 30 March 2012 entitlements 16 Will holdings on different No registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements Rounded up in relation to fractions

• See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable)	Australia and New Zealand ONLY
	27 April 2012
	Pareto Capital Pty Ltd
	6% plus 350,000,000 Listed Options (exerciseprice$0.005,expiry 30/06/2014)
	5 April 2012

• See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

30 How do[+] security holders sell their entitlements in full through a broker?

31 How do[+] security holders sell part of their entitlements through a broker and accept for the balance?

• 32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?

• 33 +Despatch date

7 May 2012

Part 3 - Quotation of securities

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

34 Type of securities ( tick one )

• (a)[Securities described in Part 1 ]

• (b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

• 1 - 1,000

1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)

Number +Class 42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

• See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................................ Date: ..19 March 2012.. (Company secretary)

Print name: .......Lynton McCreery........................

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• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7