VENARI MINERALS NL — Proxy Solicitation & Information Statement 2019

Aug 4, 2019

ASTRO RESOURCES NL ACN 007 090 904

Notice of General Meeting and Explanatory Memorandum

A proxy form is enclosed

Please read this notice and Explanatory Memorandum carefully. If you are unable to attend the general meeting, please complete and return the enclosed proxy form in accordance with the specified instructions.

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Astro Resources NL ACN 007 090 904 (Company)

Notice of General Meeting

Notice is given that a general meeting of the Company will be held at Suite 6, Level 5, 189 Kent Street, Sydney NSW 2000, on 6 September 2019 at 10.00am.

Business

Resolution 1 – Ratification of Previously Issued Shares

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 386,419,463 Shares under the Placement to professional and sophisticated investors on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion : In accordance with Listing Rule 14.11.1, the Company will disregard any votes cast in favour of Resolution 1 by, or on behalf of, any person who participated in the Placement and any associate of that person. However, the Company need not disregard a vote if cast by a person as proxy for a person who is entitled to vote, in accordance with the direction on the Proxy Form or it is cast by the person chairing the General Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 2 – Issue of New Shares

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders approve the allotment and issue of up to 500,000,000 New Shares at an issue price and on the terms and conditions set out in the Explanatory Memorandum.”

Voting exclusion : In accordance with Listing Rule 14.11.1, the Company will disregard any votes cast in favour of Resolution 2 by, or on behalf of, any person who is expected to participate in the proposed issue and any person who will obtain a material benefit, except a benefit solely in the capacity of a Shareholder, if the Resolution is passed, and an associate of any such person. However, the Company need not disregard a vote if cast by a person who is proxy for a person who is entitled to vote, in accordance with the direction on the Proxy Form or it is cast by the person chairing the General meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Further information

Explanatory Memorandum

Members are referred to the Explanatory Memorandum accompanying and forming part of this Notice.

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Entitlement to vote

It has been determined under regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that all persons who are registered holders of one of more Shares in the Company at 10.00am on 4 September 2019 will be entitled to vote at the scheduled General Meeting. Share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Proxies

A Shareholder that is entitled to vote at the scheduled General Meeting has a right to appoint a proxy to attend and vote at the Meeting instead of that Shareholder. A proxy need not be a Shareholder and can be either an individual or a body corporate.

If a Shareholder appoints a body corporate as a proxy, that body corporate will need to ensure that it:

• appoints an individual as its corporate representative to exercise its powers at the Meeting, in accordance with section 250D of the Corporations Act ; and

• provides satisfactory evidence to the Company of the appointment of its corporate representative prior to commencement of the Meeting.

If such evidence is not received by the Company before the Meeting, then the body corporate (through its representative) will not be permitted to act as a proxy.

A Shareholder that is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the Shareholder’s votes.

A Proxy Form accompanies this Notice and to be effective must be received by the Company:

by post at: Astro Resources Limited c/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

OR

online at: http://www.linkmarketservices.com.au through the Investor Centre, by logging in through the “Shareholders Login” portal

by no later than 10.00am on 4 September 2019 .

By Order of the Board

Vince Fayad Company Secretary and Director 30 July 2019

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Astro Resources NL ACN 007 090 904 (Company)

Explanatory Memorandum

This Explanatory Memorandum has been prepared to assist Shareholders to understand the business to be put to Shareholders at the forthcoming General Meeting.

Business

Resolution 1 – Ratification of Previously Issued Shares

1.1 Background

As announced to the ASX on 31 December 2018, the Company, pursuant to the terms of the Placement, issued 386,419,463 Shares to certain strategic investors identified by the Board, raising $905,800.

Further information on how the funds were used under the Placement may be found in the Placement Prospectus announced by the Company to the ASX on 13 December 2018 and subsequent announcements made by the Company to the ASX, which may be accessed from the ASX website at www.asx.com.au using ASX code: “ARO”.

Resolution 1 seeks ratification of the issue of Shares pursuant to the Placement.

1.2

Requirement for Shareholder approval

Listing Rule 7.1, known as the “ 15% rule ”, limits the capacity of an ASX-listed company to issue equity securities without the approval of its shareholders.

Listing Rule 7.1 provides that prior approval of Shareholders is required for an issue of securities by the Company if the securities will, when aggregated with the securities issued by the Company during the previous 12 months, exceed 15% of the total number of securities on issue in the capital of the Company at the commencement of that 12 month period.

Listing Rule 7.4 states that an issue of securities by the Company made without approval under Listing Rule 7.1 is treated as having been made with approval for the purpose of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 and Shareholders subsequently approve it.

The effect of Shareholders passing Resolution 1 will be to “refresh” the number of securities, which the Company can issue within any 12-month period in accordance with Listing Rule 7.1. This will allow the Company to raise further working capital-up to a maximum of 15% of the Company’s total issued Shares, without the need to obtain Shareholder approval prior to the capital raising.

For this reason, Shareholders are asked to consider and vote upon Resolution 1.

1.3 Listing Rule information requirements

In accordance with Listing Rule 7.5, the Company provides the following information:

• (a) Number of Shares allotted : 386,419,463

• (b) Allotment date: 31 December 2018.

• (c) Date of issue : 31 December 2018.

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• (d) Issue price : $0.0024 per Share.

• (e) Allottees : sophisticated and professional investors identified by the Board. No related party (as that term is defined in section 228 of the Corporations Act) participated in the allotment of Shares. None of the allottees became substantial Shareholders as a result of the allotment.

• (f) Terms : The Shares issued pursuant to the Placement are fully paid ordinary shares in the capital of the Company, which rank equally in all respects with the Company’s existing Shares.

• (g) Use of funds : The Placement was conducted to raise capital to fund the Company’s various exploration projects, particularly the Governor Broome and Needles projects, and provide additional working capital for the Company to continue its activities. For further details, see sections 1.3 and 3.3 of the Placement Prospectus.

1.4 Voting Exclusion

A voting exclusion statement is included in the Notice of General Meeting in accordance with Listing Rule 14.11.1.

1.5 Recommendation of Directors

Each Director recommends that Shareholders vote in favour of Resolution 1.

Each Director confirms that he has no personal interest in the outcome of Resolution 1, other than as a Shareholder of the Company.

Resolution 2 – Issue of New Shares

2.1 Background

Resolution 2 seeks approval for the issue of 500,000,000 New Shares pursuant to the Proposed Placement.

It is anticipated that, subject to Shareholder approval, the Proposed Placement will be completed on or about 31 October 2019, but in any case within three months of the date on which Shareholder approval is obtained.

The effect of Shareholders passing Resolution 2 will be to enable the Company to issue the New Shares in compliance with Listing Rule 7.1.

2.1

Requirement for Shareholder approval

Listing Rule 7.1 provides that prior approval of Shareholders is required for an issue of securities by the Company if the securities will, when aggregated with the securities issued by the Company during the previous 12 months, exceed 15% of the total number of securities on issue in the capital of the Company at the commencement of that 12 month period.

For this reason, Shareholders are asked to consider and vote upon Resolution 2.

2.2 Listing Rule information requirements

In accordance with Listing Rule 7.3, the Company provides the following information:

• (a) Maximum number of New Shares to be issued : 500,000,000

• (b) Last date for issuing the New Shares: The New Shares to be issued under Resolution 2 will, subject to Shareholder approval, be issued by no later than 3 months after the date of the Meeting (or such later date as permitted by any waiver or modification of the Listing Rules granted by ASX).

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• (c) Minimum issue price : The New Shares will be issued at a price per New Share no less than 80% of volume weighted average market price for Shares on ASX calculated over the last 5 days on which sales in the Shares are recorded before the day on which the issue is made or, if there is a prospectus, over the last 5 days on which sales in the Shares on ASX are recorded before the date the prospectus is signed.

• (d) Allottees : The New Shares will be issued to persons who are sophisticated or professional investors pursuant to section 708(8) or 708(11) of the Corporations Act respectively. No related party (as that term is defined in section 228 of the Corporations Act), including the Company’s existing substantial Shareholders (Mining Investments and Carakho Holdings) or any of their associates, will be permitted to participate in the Proposed Placement.

• (e) Terms : Any New Shares issued pursuant to the Proposed Placement will be fully paid ordinary shares in the capital of the Company, which will, upon issue, rank equally in all respects with all other Shares on issue at that time.

• (f) Intended use of funds : it is currently proposed that the funds raised pursuant to the Proposed Placement (net of costs) will be used to continue to fund the development of the Company’s projects, namely the Governor Broome mineral sands, Needles gold and the East Kimberley diamonds projects as well as the Company’s general working capital requirements.

If the Proposed Placement is undersubscribed, the Directors intend to apply the net proceeds of the Proposed Placement to the Group’s mineral asset projects in the following order of priority: (i) further advancement of Governor Broome; (ii) Needles; and (iii) East Kimberly Diamonds.

In circumstances where the Company is unable to raise the required amount of funds to meet the Company’s business plan objectives from the Proposed Placement, additional funding will be drawn from the Company’s existing loan facilities with Gun Capital Management ( Existing Facilities ). As at the date of this Notice, a total of approximately $645,000 remains undrawn under the Existing Facilities, including $300,000 under the 2019 Facility. Should the 2019 Facility be drawn and not repaid by 31 December 2019, all of the Existing Facilities with Gun Capital Management are intended to be converted into a secured loan facility. Further details of these arrangements are disclosed in the Company’s market announcement dated 22 July 2019.

• (g) Anticipated issue date : Subject to the time frame referred to in paragraph (b) above and Shareholder approval, it is currently anticipated that the Relevant Shares will be issued on or about 30 November 2019.

2.3 Additional disclosure

(a) Dilution of existing shareholders if Proposed Placement is successful

If Resolution 2 is approved and the Company issues New Shares under the Proposed Placement, the voting power and economic interest of existing Shareholders in the Company (including that of its substantial shareholders, Mining Investments and Carakho Holdings) will be diluted by up to 28.2%.

It is not proposed that the New Shares will be issued to any related party of the Company, including Mining Investments, Carakho Holdings, or any of their associates.

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Accordingly, assuming that Resolution 2 is approved and the maximum number of 500,000,000 New Shares is issued under the Proposed Placement, it is expected that the respective voting powers and economic interests of Mining Investments and Carakho Holdings will be diluted as follows:

	As at date of this Notice of Meeting	Immediately after completion of Proposed Placement
Mining Investments	23.63%	16.96%
Carakho Holdings	3.64%	2.61%

(b) Consequences if the Proposed Placement is not approved or not successful

If Resolution 2 is not approved or, if approved, the Company is unable to attract sufficient investor interest to subscribe for New Shares under the Proposed Placement, this may affect the ability of the Group to develop and expand its mineral assets. However, in the short term, the Company expects to continue as a going concern with the funding available to it under the Existing Facilities (see Section 2.2(f) above). Further, it will be necessary for the Group to scale down its operations, including delaying or reducing the scope of work to be undertaken or even possibly abandoning some or all of its projects. Any of these consequences may significantly and adversely impact the value of the Company and the Shares.

In the above circumstances, the Board will need to reconsider all available options, including but not limited to reviewing the direction of the Company and even possibly winding up of its operations.

(c)

Share price volatility

There is a risk that, on the date of issue of the New Shares under the Proposed Placement ( Issue Date ), the market price of the Shares as traded on ASX may be lower (possibly to a material extent) than their price as at the date of the Meeting at which Resolution 2 is considered for approval by Shareholders. As the issue price of the New Shares is determined based on the volume weighted average market price for the Shares over the last 5 days on which sales on the Shares was recorded before the Issue Date, it is possible that the New Shares will be issued at a price lower than as at the date of the Meeting.

2.4

Voting Exclusion

A voting exclusion statement is included in the Notice of General Meeting in accordance with Listing Rule 14.11.1.

2.5 Recommendation of Directors

Each Director recommends that Shareholders vote in favour of Resolution 2.

Each Director confirms that he has no personal interest in the outcome of Resolution 2, other than as a Shareholder of the Company.

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Definitions:

2019 Facility means the unsecured loan facility granted by Gun Capital Management to the Company of up to $300,000, repayable on 31 December 2019, further details of which are disclosed in the Company’s market announcement dated 22 July 2019.

ASX means ASX Limited (ACN 008 624 691) or, as the context requires, the securities market operated by it.

Board means the current board of Directors.

Carakho Holdings means Carakho Holdings Pty Limited (ACN 141 418 082), a company that is the trustee of a family trust of which the Chairman, Mr Jacob Khouri, is a possible beneficiary.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

East Kimberley means the 100% owned diamond project of the Group the subject of exploration licence E/80/4120 and E80/4316, located in Western Australia.

General Meeting and Meeting means the meeting of Shareholders convened for the purposes of considering the Resolutions contained in the Notice of General Meeting.

Governor Broome means the 100% owned Governor Broome mineral sands project of the Group the subject of retention licence R/70/53, located in Western Australia.

Group means the Company and its subsidiaries.

Gun Capital Management means Gun Capital Management Pty Ltd (ACN 091 221 546).

Listing Rules means the listing rules of ASX.

Mining Investments means Mining Investments Limited, a company incorporated in the United Arab Emirates, with company number IC/042/07, and controlled by Mr Elias Khouri.

Needles means the 100% owned gold project of the Group the subject of 113 unpatented mining claims over 2,335 acres located in Nevada, United States of America.

New Shares means the Shares proposed to be issued under the Proposed Placement, subject to obtaining the approval of Shareholders to Resolution 2.

Notice of General Meeting or Notice means the notice convening the General Meeting accompanying this Explanatory Memorandum.

Placement means the issue of Shares under the placement announced to the ASX by the Company on 14 December 2018 and completed on 31 December 2018.

Placement Prospectus means the prospectus issued by the Company pursuant to section 713 of the Corporations Act for the purposes of undertaking the Placement, dated 13 December 2018.

Previously Issued Shares means the issue of Shares under the Placement.

Proposed Placement means the proposed placement of up to 500,000,000 Shares as contemplated under Resolution 2.

Proxy Form means the proxy form accompanying the Notice of General Meeting.

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Resolution means a resolution proposed to be passed at the General Meeting and contained in the Notice of General Meeting.

Share means a fully paid ordinary share in the issued capital of the Company.

Shareholder means a person entered in the Company’s register of members as a holder of one or more Shares.

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ACN 007 090 904

LODGE YOUR VOTE

ONLINE  www.linkmarketservices.com.au

BY MAIL  Astro Resources NL C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 BY FAX +61 2 9287 0309

 BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138

 ALL ENQUIRIES TO Telephone: +61 1300 554 474

X99999999999 X99999999999 PROXY FORM I/We being a member(s) of Astro Resources NL and entitled to attend and vote hereby appoint: APPOINT A PROXY the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the General Meeting of the Company to be held at 10:00am on Friday, 6 September 2019 at Suite 6, Level 5, 189 Kent Street, Sydney NSW 2000 (the Meeting ) and at any postponement or adjournment of the Meeting. The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T Resolutions For Against Abstain * 1 Ratification of Previously Issued Shares

2 Issue of New Shares

 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

ARO PRX1901A

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

LODGEMENT OF A PROXY FORM

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am on Wednesday, 4 September 2019, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

APPOINTMENT OF PROXY

Proxy Forms may be lodged using the reply paid envelope or:

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

• ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form.

BY MOBILE DEVICE

QR Code

Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link www.linkmarketservices.com.au into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

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VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

your proxy by scanning the QR code You may direct your proxy how to vote by placing a mark in one of the adjacent or enter the voting link boxes opposite each item of business. All your shares will be voted in www.linkmarketservices.com.au accordance with such a direction unless you indicate only a portion of your mobile device. Log in using the voting rights are to be voted on any item by inserting the percentage or Holder Identifier and postcode for your number of shares you wish to vote in the appropriate box or boxes. If you shareholding. do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. APPOINTMENT OF A SECOND PROXY BY MAIL  You are entitled to appoint up to two persons as proxies to attend the Astro Resources NL Meeting and vote on a poll. If you wish to appoint a second proxy, an C/- Link Market Services Limited additional Proxy Form may be obtained by telephoning the Company’s Locked Bag A14 share registry or you may copy this form and return them both together. Sydney South NSW 1235 To appoint a second proxy you must: Australia (a) on each of the first Proxy Form and the second Proxy Form state the BY FAX percentage of your voting rights or number of shares applicable to that  form. If the appointments do not specify the percentage or number of +61 2 9287 0309 votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and  BY HAND (b) return both forms together. 1A Homebush Bay Drive SIGNING INSTRUCTIONS Rhodes NSW 2138 You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, either shareholder may sign. Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

delivering it to Link Market Services Limited* 1A Homebush Bay Drive Rhodes NSW 2138

• During business hours (Monday to Friday, 9:00am–5:00pm)

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.