VENARI MINERALS NL — Capital/Financing Update 2016

Aug 10, 2016

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11 August 2016

Dear Shareholder,

Astro Resources NL Pro Rata Renounceable Entitlement Offer – Notice to Ineligible Shareholders

On 10 August 2016 and 22 July 2016, Astro Resources NL ( Astro ) announced a seven (7) for one (1) pro rata renounceable entitlement offer of seven (7) new shares (each a New Share ) for each existing share held by eligible shareholders at the ‘Record Date’, at an issue price of $0.004 per New Share to raise approximately $3,090,245 ( Entitlement Offer ). Shareholder approval is not required for the Entitlement Offer.

For each New Share applied for under the Entitlement Offer, the applicant will also receive one (1) free attaching option ( New Option ) exercisable at $0.004 per New Option within one and a half years of issue.

The Entitlement Offer is fully underwritten by Bell Potter Securities Limited (AFSL No. 243480) and sub-written by Mining Investments Limited ( MIL ), Consolidated Equity Partners LLC ( Consolidated Equity ), Kafta Enterprises Pty Limited ( Kafta ), Carakho Holdings Pty Ltd ( Carakho ) and Mr David Gibbs in the priority set out below:

Sub-underwriter	Amount ($)	%
Mr David Gibbs	$60,000	1.94%
Consolidated Equity	$1,000,000	32.36%
MIL	$1,820,008	58.90%
Carakho	$105,323	3.41%
Kafta	Balance	3.39%
	$3,090,245	100.00%

Use of funds

The funds raised under the Entitlement Offer will be used to:

• (1) repay all Convertible Notes and all existing unsecured loans outstanding to MIL for provision of working capital and funding for the Company (approximately $1.576 million);

• (2) repay existing unsecured loan outstanding to Carakho Holdings for provision of working capital for the Company (approximately $0.105 million);

• (3) repay various creditors (approximately $0.375 million as at 30 June 2016);

• (4) repay amounts owing to MIL for the provision of advisory services and amounts owed for its royalty in the royalty related the tenement for the farm-in and joint venture arrangement (approximately $0.243 million);

• (5) repay amounts owing to a service provider, Mr David Gibbs, for the provision of geological services in relation to exploration activities (approximately $0.060 million);

• (6) meet the remaining unpaid costs of the Entitlement Offer (approximately $0.112 million to be paid out of total costs estimated at approximately $0.217 million); and

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w:	www.aro.com.au	eadmin@aro.com.au	asxaro

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(7) provide working capital for the Company (approximately $0.624 million).

Funds raised from the exercise of New Options will be used for the provision of further working capital and development of Astro’s mineral assets. There is no guarantee that any of the New Options will be exercised.

The Board reserves the right to alter the way in which funds are applied.

Eligibility Criteria

The Entitlement Offer comprises an offer to shareholders who are the registered holders of Astro shares as at 7pm (Sydney time) on 15 August 2016, being the ‘Record Date’ for the Entitlement Offer, and have a registered address in Australia or New Zealand ( Eligible Shareholders ).

Shareholders who are not Eligible Shareholders are not entitled to participate in the Entitlement Offer ( Ineligible Shareholders ).

The restrictions upon eligibility to participate in the Entitlement Offer arise because of the legal and regulatory requirements in countries other than Australia and New Zealand and the potential costs to Astro of complying with these legal and regulatory requirements compared with the relatively small number of shareholders in those countries, the relatively small number of existing Astro shares they hold and the relatively low vale of New Shares to which those shareholders would otherwise be entitled. Astro has determined, pursuant to ASX Listing Rule 7.7.1(a), that it would be unreasonable to make or extend offers to the Ineligible Shareholders.

According to our records, you do not satisfy the eligibility criteria for an Eligible Shareholder as stated above. Accordingly, in compliance with ASX Listing Rule 7.7.1(b), Astro wishes to advise you that it will not be extending the Entitlement Offer to you and you will not be able to subscribe for New Shares under the Entitlement Offer. You will not be sent the documents relating to the Entitlement Offer.

Nominee

Astro has appointed Bell Potter Securities Limited (AFSL No. 243480) ( Nominee ) in compliance with ASX Listing Rule 7.7.1(c).

Astro will issue to the Nominee the entitlements that would otherwise be issued to the Ineligible Shareholders under the Entitlement Offer ( Entitlements ). The Nominee will then use its best endeavours to sell those Entitlements and Astro will arrange for the proceeds of sale of any Entitlements (if any), net of expenses, to be distributed to Ineligible Shareholders in proportion to their Entitlements at the Record Date. There is no guarantee that your Entitlement will sell, or be sold at a particular price (as the case may be). If, in the reasonable opinion of the Nominee, there is no viable market for your Entitlement, then your Entitlement will lapse and you will not receive any proceeds.

You are not required to do anything in response to this letter.

If you have any further questions, you should contact your stockbroker, account or other professional adviser.

On behalf of Astro, I thank you for your continued support. Yours faithfully

Jacob Leo Khouri Chairman

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