VENARI MINERALS NL — Director's Dealing 2017

Sep 19, 2017

==> picture [218 x 57] intentionally omitted <==

20 September 2017

Anjuli Sinniah Listings Adviser ASX Listings Compliance (Perth) Level 40, Central Park 152-158 St Georges Terrace Perth WA 6000

By email to: Anjuli.Sinniah@asx.com.au

Dear Anjuli

Astro Resources NL– Response to Appendix 3Y Query

We refer to your letter dated 19 September 2017, in relation to Astro Resources NL (“ARO” or the “Company”) regarding the change in director’s interest for Mr Michael G. Povey copy attached (“ASX Letter”).

On behalf of the Board of ARO, I respond to the questions raised in the ASX Letter (using the same numbering as that of the ASX Letter) as follows:

1. in addressing the question as to why the change in Directors interest and lodgement of Appendix 3Y was lodged late, is due to Mr Povey’s misunderstanding that notification required until such time as the transfer was registered or acknowledged by the share registry. The transfer was identified during the course of the preparation of the annual report. Mr Povey was not aware at the time of identification of the transaction by the Company that the transfer has occurred.

We set out below the following background which assists in explaining the delay between the initiation of the transaction up to reporting the movement in the Appendix 3Y (12 May 2017):

• as noted in the Appendix 3Y, the movement was via an off-market transfer form. The form was completed by Mr Povey on 29 May 2017 and sent to the seller on that date;

• on 5 June 2017, Mr Povey travelled on business overseas and was away until 4 September 2017. The seller mailed to Mr Povey’s postal box address the signed form and he was notified of this on 8 June 2017 by the seller that he had done this. Unfortunately, Mr Povey’s mail was not regularly checked. Mr Povey son mailed the transfer form to the share registry without advising him of this sometime in late July 2017;

• as noted above, during the preparation of the annual report in late August 2017 and in particular, completion of the Directors interests in the Company, it came to the attention of management of the movement in shares; and

a: suite 6, level 5, 190 kent street p gpo box 2733 ph: +61 2 8046 2799 sydney nsw 2000 sydney nsw 2001 fx: w: www.aro.com.au e admin@aro.com.au asx aro

==> picture [137 x 36] intentionally omitted <==

• as soon as the matter came to the attention of the Board, the matter was raised with Mr Povey. As noted above, at that time, Mr Povey was not aware of the form being lodged with the share registry. The relevant Appendix 3Y was then immediately completed and lodged with the ASX at the time of the matter coming to the attention of the Board;

• the Company has the following arrangements in place to ensure that the Company meets its disclosure obligations under listing rule 3.19A:

• it is a part of each Directors terms of employment that they are to comply with the Company’s share trading policies;

• the Company’s policy is that for all transactions, Directors are to seek written confirmation from the Chairman prior to dealing in the Company’s shares;

• change in their interests in the Company is a general agenda item for directors meetings; and

• management monitors movements in shareholdings, including those of Directors; and

• the Company believes that it arrangements for reporting movements in directors’ interests are adequate. We also note that the Chairman has written to Mr Povey reminding him of his obligations that in future, he seeks clearance of any transactions prior to it occurring. Notwithstanding the above, the Company will in all future all board meetings will include an agenda item for changes in directors interests, whether via the market or off market transfers.

We trust that the above deals with your questions.

Yours sincerely

==> picture [106 x 41] intentionally omitted <==

Vincent Fayad Company Secretary P: +61 2 8046 2799 or 0414 752 804 Email: vince.fayad@vfassociates.com.au

page 2

19 September 2017

Vince Fayad Company Secretary

By email: vince.fayad@vfassociates.com.au

Dear Vince

Astro Resources NL (the “Company”)

We refer to the following:

The Company’s announcement lodged with ASX Ltd (“ASX”) on 13 September 2017 regarding a change of director’s interest notice for Michael George Povey (“Appendix 3Y”).

Listing rule 3.19A which requires an entity to tell ASX the following:

• 3.19A.1 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the following times:

• On the date that the entity is admitted to the official list.

• On the date that a director is appointed.

The entity must complete Appendix 3X and give it to ASX no more than 5 business days after the entity’s admission or a director’s appointment.

• 3.19A.2 A change to a notifiable interest of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) including whether the change occurred during a closed period where prior written clearance was required and, if so, whether prior written clearance was provided. The entity must complete Appendix 3Y and give it to ASX no more than 5 business days after the change occurs.

• 3.19A.3 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the date that the director ceases to be a director. The entity must complete Appendix 3Z and give it to ASX no more than 5 business days after the director ceases to be a director.

Listing rule 3.19B which states as follows.

An entity must make such arrangements as are necessary with a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) to ensure that the director discloses to the

Level 40, Central Park www.asx.com.au 152-158 St George's Customer service 13 12 79 Terrace Perth WA 6000

ASX Compliance Pty Limited ABN 26 087 780 489

entity all the information required by the entity to give ASX completed Appendices 3X, 3Y and 3Z within the time period allowed by listing rule 3.19.A. The entity must enforce the arrangements with the director.

The Companies Update dated 27 June 2008, reminding listed entities of their obligation to notify ASX within 5 business days of the notifiable interests in securities held by each director and outlining the action that ASX would take in relation to breaches of listings rules 3.19A and 3.19B.

As the Appendix 3Y indicates that a change in Michael Povey’s notifiable interest occurred on 8 June 2017 the Appendix 3Y should have been lodged with the ASX by 15 June 2017. As the Appendix 3Y was lodged on 13 September 2017 it appears that the Company may be in breach of listing rules 3.19A and/or 3.19B.

Please note that ASX is required to record details of breaches of the listing rules by listed companies for its reporting requirements.

ASX reminds the Company of its contract with ASX to comply with the listing rules. In the circumstances ASX considers that it is appropriate that the Company make necessary arrangements to ensure there is not a reoccurrence of a breach of the listing rules.

Having regard to listing rules 3.19A and 3.19B and Guidance Note 22: “Director Disclosure of Interests and Transactions in Securities - Obligations of Listed Entities”, we ask that you answer each of the following questions.

1. Please explain why the Appendix 3Y was lodged late.

2. What arrangements does the Company have in place with its directors to ensure that it is able to meet its disclosure obligations under listing rule 3.19A?

3. If the current arrangements are inadequate or not being enforced, what additional steps does the Company intend to take to ensure compliance with listing rule 3.19B?

Your response should be sent to me by e-mail to anjuli.sinniah@asx.com.au. It should not be sent to ASX Market Announcements.

A response is requested as soon as possible and, in any event, not later than 3:00 pm WST on Thursday 21 September 2017 .

Under listing rule 18.7A, a copy of this query and your response will be released to the market, so your response should be in a form suitable for release and must separately address each of the questions asked. If you have any queries or concerns, please contact me immediately.

Yours sincerely,

[sent electronically without signature]

Anjuli Sinniah

Senior Adviser, Listings Compliance (Perth)

2/2

19 September 2017

Vince Fayad Company Secretary

By email: vince.fayad@vfassociates.com.au

Dear Vince

Astro Resources NL (the “Company”)

We refer to the following:

The Company’s announcement lodged with ASX Ltd (“ASX”) on 13 September 2017 regarding a change of director’s interest notice for Michael George Povey (“Appendix 3Y”).

Listing rule 3.19A which requires an entity to tell ASX the following:

• 3.19A.1 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the following times:

• On the date that the entity is admitted to the official list.

• On the date that a director is appointed.

The entity must complete Appendix 3X and give it to ASX no more than 5 business days after the entity’s admission or a director’s appointment.

• 3.19A.2 A change to a notifiable interest of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) including whether the change occurred during a closed period where prior written clearance was required and, if so, whether prior written clearance was provided. The entity must complete Appendix 3Y and give it to ASX no more than 5 business days after the change occurs.

• 3.19A.3 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the date that the director ceases to be a director. The entity must complete Appendix 3Z and give it to ASX no more than 5 business days after the director ceases to be a director.

Listing rule 3.19B which states as follows.

An entity must make such arrangements as are necessary with a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) to ensure that the director discloses to the

Level 40, Central Park www.asx.com.au 152-158 St George's Customer service 13 12 79 Terrace Perth WA 6000

ASX Compliance Pty Limited ABN 26 087 780 489

entity all the information required by the entity to give ASX completed Appendices 3X, 3Y and 3Z within the time period allowed by listing rule 3.19.A. The entity must enforce the arrangements with the director.

The Companies Update dated 27 June 2008, reminding listed entities of their obligation to notify ASX within 5 business days of the notifiable interests in securities held by each director and outlining the action that ASX would take in relation to breaches of listings rules 3.19A and 3.19B.

As the Appendix 3Y indicates that a change in Michael Povey’s notifiable interest occurred on 8 June 2017 the Appendix 3Y should have been lodged with the ASX by 15 June 2017. As the Appendix 3Y was lodged on 13 September 2017 it appears that the Company may be in breach of listing rules 3.19A and/or 3.19B.

Please note that ASX is required to record details of breaches of the listing rules by listed companies for its reporting requirements.

ASX reminds the Company of its contract with ASX to comply with the listing rules. In the circumstances ASX considers that it is appropriate that the Company make necessary arrangements to ensure there is not a reoccurrence of a breach of the listing rules.

Having regard to listing rules 3.19A and 3.19B and Guidance Note 22: “Director Disclosure of Interests and Transactions in Securities - Obligations of Listed Entities”, we ask that you answer each of the following questions.

1. Please explain why the Appendix 3Y was lodged late.

2. What arrangements does the Company have in place with its directors to ensure that it is able to meet its disclosure obligations under listing rule 3.19A?

3. If the current arrangements are inadequate or not being enforced, what additional steps does the Company intend to take to ensure compliance with listing rule 3.19B?

Your response should be sent to me by e-mail to anjuli.sinniah@asx.com.au. It should not be sent to ASX Market Announcements.

A response is requested as soon as possible and, in any event, not later than 3:00 pm WST on Thursday 21 September 2017 .

Under listing rule 18.7A, a copy of this query and your response will be released to the market, so your response should be in a form suitable for release and must separately address each of the questions asked. If you have any queries or concerns, please contact me immediately.

Yours sincerely,

[sent electronically without signature]

Anjuli Sinniah

Senior Adviser, Listings Compliance (Perth)

2/2