VENARI MINERALS NL — Capital/Financing Update 2016

Sep 7, 2016

RIGHTS COMPLETED

Astro Resources NL (ASX: ARO or the Company ) is pleased to announce that allotment took place today in relation to the renounceable pro rata offer to all eligible shareholders of seven (7) new shares ( New Share ) for every existing share held at the record date at an issue price of $0.004 per New Share to raise $3,090,245 ( Offer ), pursuant to the Prospectus dated 10 August 2016 ( Prospectus ).

Normal trading of the New Shares is expected to commence on the 9 September 2016.

A final Appendix 3B and the top 20 shareholders following the allotment are attached.

For enquiries, please contact:

Vince Fayad

Company Secretary P: +61 414 752 804

vfayad@pkf.com.au

a : level 8, 1 o’connell street p : gpo box 5446 sydney nsw 2000 w : www.aro.com.au e

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

Appendix 3B New issue announcement

atRule 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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

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 (e.g. 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)	Fully Paid Ordinary Shares
	772,561,405 Ordinary Shares made under a pro-rata renounceable issue of 7 Shares (each aNew Share) for every 1 Share held on the record date (Offer) 772,561,405 free attaching unlisted options under the Offer(each aNew Option)
	New Shares - Fully Paid Ordinary Shares New Options - exercisable at $0.004 per New Option with an expiry date of one and a half years from the date of issue (8 March 2018)

• See chapter 19 for defined terms.

Appendix 3B Page 1

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Appendix 3B New issue announcement

4 Do the[+] securities rank equally New Shares - fully paid and will rank equally in all respects from the[+] issue in all respects with other ordinary shares on date with an existing[+] class of issue from the date of allotment. quoted[+] securities? New Options - rank equally with existing If the additional[+] securities do fully paid ordinary shares upon exercise. 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 New Shares - $0.004 per New Share New Options - $nil 6 Purpose of the issue The New Shares and New Options will be (If issued as consideration for issued under the Offer and the funds of the acquisition of assets, clearly $3,090,245 will be used to repay some of identify those assets) the Company’s convertible loans, to repay various creditors and other unsecured loans, to finance its existing operations, working capital purposes and to meet remaining unpaid costs of the Offer. 6a Is the entity an[+] eligible entity No that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i 6b The date the security holder n/a resolution under rule 7.1A was passed 6c Number of[+] securities issued n/a without security holder approval under rule 7.1

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

6d Number of[+] securities issued n/a with security holder approval under rule 7.1A 6e Number of[+] securities issued n/a with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of[+] securities issued n/a under an exception in rule 7.2 6g If[+] securities issued under rule n/a 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If[+] securities were issued under n/a rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining n/a issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates 8 September 2016 Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. Number +Class 8 Number and +class of all 772,561,405 [Note: Fully Paid Ordinary +securities quoted on ASX 110,365,915 was the last Shares (ASX: ARO) ( including the +securities in number per Appendix 3B dated 14/12/15] section 2 if applicable)

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Number +Class 9 Number and +class of all 772,561,405 Unlisted Options +securities not quoted on ASX ( including the +securities in section 2 if applicable) 10 Dividend policy (in the case of a No change in the dividend policy of the trust, distribution policy) on the Company increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions	No
	Renounceable
	7 New Shares for every 1 Share held by eligible shareholders as at 7:00 pm (Sydney time) on the record date 1 New Option for each New Share subscribed for pursuant to the Offer exercisable at $0.004 on or before 8 March 2018 (being the date that is one and half years from the date of issue)
	Fully Paid Ordinary Shares Unlisted Options
	7:00 pm (Sydney time) on 15 August 2016
	n/a
	Where fractions arise in the calculation of shareholders’ entitlements under the Offer they will be rounded up to the next whole number.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

18 Names of countries in which the entity has security holders who will not be sent new offer 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	Only those shareholders with registered addresses in Australia and New Zealand as at 7:00 pm (Sydney time) on the record date and any other jurisdictions into which the Board decides to make offer
	5:00 pm (Sydney time) 5 September 2016 .
	The Offer was 100% underwritten by Bell Potter Securities Limited (ABN 25 006 390 772) (AFSL No. 243480) (Bell Potter). Bell Potter has engaged each of the sub- underwriters listed below to sub- underwrite the Offer.
	Underwriting fee - $81,295
	n/a
	n/a
	n/a
	n/a

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

26 Date entitlement and acceptance form and offer documents 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) 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 +Issue date	18 August 2016
	n/a
	12 August 2016 .
	29 August 2016
	By instructing the stockbroker personally and provide the details as requested which appear on the Entitlement and Acceptance form which accompanies theprospectus.
	Complete the personalised Entitlement and Acceptance form for the number of Shares you wish to take up. To sell the balance of the entitlement, by instructing the stockbroker personally and provide the details as requested which appear on the Entitlement and Acceptance form which accompanies theprospectus.
	Do not do anything. If you do not take up Entitlement or dispose of Entitlement by 5:00 pm (Sydney time), 5 September 2016 (being the closing date for acceptances), the Offer will lapse.
	8 September 2016

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 )

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

(a)  +Securities described in Part 1 (SHARES ONLY)

(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.

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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+issue date 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) 42 Number and +class of all +securities quoted on ASX (_including_the+securities in clause 38)	n/a
	n/a
	n/a
	n/a
	Number	+Class
	n/a	n/a

• See chapter 19 for defined terms.

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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 is not available now, we 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: 8 September 2016 Company secretary Print name: Vince Fayad

== == == == ==

• See chapter 19 for defined terms.

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PAGE NUMBER : 1 REPORT DATE : 08/09/2016 REPORT TIME : 09.40.23

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ASTRO RESOURCES NL

FIRST 20 INVESTORS REPORT

THURSDAY 8 SEPTEMBER 2016

		Current	% Issued
Rank	Investor	Balance	Capital
Security: ARO - ORDINARY FULLY PAID SHRAES
1	MINING INVESTMENTS LIMITED	300,545,772	34.04%
2	ALLIED RESOURCES HOLDINGS LTD	137,500,000	15.57%
3	SEK INVESTMENTS	88,000,000	9.97%
4	OB CAPITAL LTD	62,500,000	7.08%
5	FOURWINDS NOMINEES PTY	50,000,000	5.66%
	LIMITED
6	CARKAHO HOLDINGS PTY LIMITED	46,330,750	5.25%
7	MR MATTHEW BURFORD	25,150,006	2.85%
8	KAFTA ENTERPRISES PTY LTD	25,000,000	2.83%
9	MR DAVID ALEXANDER GIBBS	15,000,000	1.70%
10	MR MATTHEW DAVID BURFORD	14,157,640	1.60%
11	MR DAVID ALEXANDER GIBBS	12,675,451	1.44%
12	MR JOHNNY TRAIAN	8,449,214	.96%
13	MR HADEN MARTIN	6,610,000	.75%
14	MR DEEPANKUR BHATIA	6,452,859	.73%
15	MORYTON PTY LIMITED	6,000,000	.68%
16	ABN AMRO CLEARING SYDNEY	5,117,451	.58%
	NOMINEES PTY LTD
17	M & K KORKIDAS PTY LTD	4,000,000	.45%

Confidential - Link Market Services Limited

PAGE NUMBER : 2 REPORT DATE : 08/09/2016 REPORT TIME : 09.40.23

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ASTRO RESOURCES NL

FIRST 20 INVESTORS REPORT

THURSDAY 8 SEPTEMBER 2016

		Current		% Issued
Rank	Investor	Balance		Capital
18	MR MICHAEL MATTHEW MOORE +	2,800,000		.32%
	MR ANTHONY JOHN THOMAS MOORE
19	AMPASAND PTY LTD	2,432,000		.28%
20	GA & AM LEAVER INVESTMENTS	2,158,304		.24%
	PTY LTD
			Investors
	TOTAL FOR TOP 20:	820,879,447	20	92.97%
			Investors
	TOTAL IN THIS REPORT:	820,879,447	20	92.97%
	TOTAL OTHER INVESTORS:	62,047,873	1,131	7.03%
	GRAND TOTAL:	882,927,320	1,151	100.00%

end of report

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