VENARI MINERALS NL — Capital/Financing Update 2013

Aug 14, 2013

ASTRO TO OBTAIN 100% OF GOVERNOR BROOME PROJECT AND SECURES FUNDING

Astro Resources NL is an Australian-based mineral resources company focused on the commercial development and production of economically and environmentally sustainable mineral sands deposits, diamonds and other minerals.

Highlights

• ARO enters into agreement to acquire the 20% shareholding in Governor Broome it does not own for $750,000

• ARO to assume full control over the Governor Broome Project

• Acquisition to be financed by convertible note

• ARO enters into two convertible note facilities to raise $500,000

• These transactions are subject to shareholder approval

The board of Astro Resources NL (Astro or the Company) (ASX:ARO) is pleased to announce the following:

Acquisition of Remaining 20% shareholding in Governor Broome Sands Pty Limited (Governor Broome)

ARO has entered into an agreement which is subject to shareholder approval to acquire the remaining 20% shareholding in Governor Broome.

Under the terms of acquisition, ARO will pay $750,000 which is to be financed by way of a convertible note. The purchase price of $750,000 discharges ARO from all other obligations including termination of the shareholders' agreement with the vendor. This includes the provision of deferred consideration for meeting certain milestones will no longer be payable to the vendor and as such, any provisions made will be cancelled moving forward.

The royalty payable to the vendor previously disclosed will be a continuing obligation.

Should shareholders approve the proposed acquisition, ARO will not only be relieved of its obligations under the shareholders agreement but also, have full control over the Governor Broome Project. This enhances ARO’s position moving forward.

A summary of the key terms of the convertible note is set out in Appendix 1.

Full details will be made available in a notice of meeting to shareholders.

p: gpo box 5446 sydney nsw 2000 e

ph: +61 2 9237 6525 fx: +61 2 8346 6099 asx: aro

a

sydney nsw 2000 w: www.aro.com.au

Convertible Notes

As part of enhancing ARO’s financial position it has entered into two convertible notes for the sum of $250,000 each. Details of the key terms of the convertible notes are set out in Appendix 2. The proposed conversion terms are subject to shareholder approval. Failing to receive shareholder approval, the amount owing under the convertible note will remain as an unsecured loan to the company.

One of the subscribers to the convertible note is Mining Investments Limited (MIL) a substantial shareholder. Approvals will be required for MIL being able to increase its shareholding in excess of 20% in the event that it converts its loan into equity. MIL will also be a participant in the convertible note relating to the satisfaction of the purchase price of the 20% interest in Governor Broome.

Full details will be made available in a notice of meeting to shareholders.

ARO’s chairman Kris Knauer commented, “we are delighted to secure 100% ownership of the Governor Broome Project. This allows ARO full control of the direction and destiny of its flagship project. We are also pleased to received financial support from two investors one of which a substantial shareholder.”

ENDS

For enquiries, please contact:

Mike Povey Director P: +61 2 9237 6525

Vince Fayad Company Secretary P: +61 2 8346 6055

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APPENDIX 1

	Item 1	Principal Amount	$750,000 ($250,000 Reliance Natural Resource Fund Pty Ltd and $500,000 Mining Investments Limited)
	Item 2	Commencement Date	The date of the issue of the Note
	Item 3	Issue Price	The lower of: (a) $0.001; and (b) A price equal to 80% of the 30 Trading Day VWAP of the Shares prior to the Conversion Notice .
	Item 4	Maturity Date	14 months from the Commencement Date, subject to extension.
	Item 5	Approved Purpose	Not Applicable.
	Item 6	Conversion Formula	N = CA/IP Where: N = the number of Conversion Shares to be issued; CA = the Conversion Amount; and IP = the Issue Price
	Item 7	Interest Rate	12% per annum
	Item 8	(a) Rollover Period (b) Rollover Consideration (c) Rollover Interest Rate	12 months $8,500 17% per annum

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APPENDIX 2

	Item 1	Principal Amount	$500,000 ($250,000 for Mining Investments Limited and $250,000 for Pure Steel Limited)
	Item 2	Commencement Date	The date of this Deed
	Item 3	Issue Price	The lower of: (c) $0.001; and (d) A price equal to 80% of the 30 Trading Day VWAP of the Shares prior to the Conversion Notice .
	Item 4	Maturity Date	14 months from the Commencement Date, subject to extension.
	Item 5	Approved Purpose	For meeting the Company’s exploration expenditure, evaluation of new projects and for general working capital requirements.
	Item 6	Conversion Formula	N = CA/IP Where: N = the number of Conversion Shares to be issued; CA = the Conversion Amount; and IP = the Issue Price
	Item 7	Interest Rate	12% per annum
	Item 8	(d) Unsecured Debt Fee (e) Unsecured Debt Interest Rate	$12,500 17% per annum
	Item 9	(a) Rollover Period (b) Rollover Consideration (c) Rollover Interest Rate	12 months $12,500 17% per annum

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