THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.  It contains the Resolutions to be voted on at the Annual General Meeting of All Star Minerals plc ("All Star" or the "Company") to be held on 16 June 2008.  If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or transferred all your ordinary shares of 1p each in the Company ("Ordinary Shares"), please send this document and the accompanying form of proxy for use in relation to the Annual General Meeting of the Company (the "AGM" or "Annual General Meeting") to the purchaser or transferee or the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.  If you have sold or otherwise transferred some of your Ordinary Shares you should consult with the stockbroker, bank or other agent through whom the sale or transfer was effected.

The Directors, whose names appear below, accept responsibility for the contents of this circular.  To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the contents of this circular are in accordance with the facts and do not omit anything likely to affect the import of such contents.

ALL STAR MINERALS PLC  

(Incorporated in England & Wales under the Companies Act 1985 with Registered Number 4228788) 

Approval of authorities to allot Securities

Revised date and notice of Annual General Meeting

Your attention is drawn to the letter from the Chairman of the Company which is set out in this document and which recommends you vote in favour of the Resolutions to be proposed at the Annual General Meeting referred to below.

The notice of the Annual General Meeting of the Company to be held at 11.00 a.m. on 16 June 2008 at the offices of St Helen's Capital, 15 St Helen's Place, London EC3A 6DE, is set out at the end of this document.

Shareholders are asked to complete and return the enclosed Form of Proxy in accordance with the instructions printed thereon as soon as possible but, in any event, so as to be received by the Company’s registrars, Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, not later than 11.00 a.m. on 14 June 2008.  Completion and return of a Form of Proxy will not preclude Shareholders from attending and voting at the Annual General Meeting should they so wish.

This document does not constitute or form part of any offer or instruction to purchase, subscribe for or sell any shares or other securities in All Star Minerals plc nor shall it or any part of it or the fact of its distribution form the basis of, or be relied on in connection with any contract therefore.

The distribution of this document in jurisdictions other than the UK may be restricted by law and therefore persons into whose possession this document and/or the accompanying Form of Proxy comes should inform themselves about and observe such restrictions.  Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

ALL STAR MINERALS PLC  

(Incorporated in England & Wales under the Companies Act 1985 with Registered Number 4228788) 

 

To the holders of Ordinary Shares

21 May 2008

Dear Shareholder

Date of Annual General Meeting revised to 16 June 2008

You will have recently received a copy of the annual report and accounts of the Company for the year ended 30 November 2007 which incorporated a notice of Annual General Meeting to be held on 3 June 2008.  This circular is being sent to you in connection with the revision of the date of the Annual General Meeting to 11.00am on 16 June 2008 at the offices of St Helen's Capital, 15 St Helen's Place, London EC3A 6DE at which certain resolutions will be proposed, including a proposed increase of the Company's authorities to issue securities.  The full notice of the AGM is set out at the end of this document.

This circular explains why the Company is seeking to increase its authorities and provides you with information to enable you to exercise your vote at the forthcoming Annual General Meeting.

Reasons for the revised AGM date

Within my Chairman's statement to the accounts for the year ended 30 November 2007 I made mention that your board believes in order to fast-track the development of our exploration portfolio, it is in the best interests of the Company and its shareholders to proceed with moving to the Alternative Investment Market ("AIM").  The board believes that the move to AIM from PLUS should serve to enhance the liquidity of the Company's shares as AIM is a market that we believe will be more responsive to the growth of the Company's business and that the move to AIM will also provide the necessary capital to develop the current portfolio of properties, as well as acquiring new licences.

We are working with our Nominated Adviser, Broker and legal and financial professionals on the AIM admission document and related documentation and hope to be able to update shareholders on progress over the next couple of months. 

As I intimated in my Chairman's statement, in conjunction with an admission to AIM, we expect to raise funds via a placing to enable the development of our current licences.  In order to issue shares in such a placing, the Directors need to disapply statutory pre-emption rights under section 95 of the Company Act 1985 (the "Act") to allot equity securities authorised under a general authority granted by shareholders.  It has come to our attention that the authority requested in the original notice of AGM did not grant us sufficient headroom to be able to issue the requisite number of shares under the placing.  As such we are issuing a revised notice of AGM with increased authority requests, amongst the other resolutions to be proposed. 

The proposed placing price in relation to the fundraising has not yet been set, and will depend on market conditions at the time.  As yet, no quantum of required fundraising has been agreed, and it is possible that market conditions are such that no fundraising will take place.  However, to give some indication of scale, if the Company was to raise £1.5 million at a placing price of 2p per Ordinary Share, then it would need the ability to issue 75,000,000 new Ordinary Shares.  If the placing price for the same quantum of funding was 1.5p per Ordinary Share then the Company would need the ability to issue some 100,000,000 new Ordinary Shares. 

In order to give some additional flexibility the Company therefore proposes that the Directors may disapply pre-emption rights under section 95 of the Act to allot equity securities under a general authority granted by Shareholders over 120,000,000 Ordinary Shares.  This covers a potential placing of 100,000,000 Ordinary Shares and an additional 20,000,000 Ordinary Shares which, if required, at a price of 1.5p per Ordinary Share would allow the Company to raise additional funds of £300,000. It must be emphasised, however, that the quantum of any fundraising and the price at which it might be carried out have not yet been finalised and may vary significantly from the examples given above.

Resolutions in relation to authorities over shares

The Company currently has 62,500,000 Ordinary Shares of 1p in issue and as at 19 May 2008 the Ordinary Shares were trading at 1.875p per share, giving the Company a market capitalisation of approximately £1.2m.  The Company currently has an authorised share capital of 200,000,000 Ordinary Shares of 1p each, equating to £2,000,000. 

Ordinary resolution number 5 to be proposed at the Annual General Meeting will increase the Company's authorised share capital to £5,000,000.

Ordinary resolution number 6 to be proposed at the Annual General Meeting will grant the Directors general authority to allot relevant securities for the purpose of section 80 of the Act up to the total amount of the proposed new authorised share capital of the Company.

Special resolution number 8 to be proposed at the General Meeting will allow the Directors to disapply statutory pre-emption rights under section 95 of the Act to allot equity securities authorised under the general authority up to an aggregate nominal amount of £1,200,000. 

Revised Articles of Association

Special resolution number 7 to be proposed at the AGM relates to the adoption of new articles of association to take account of new provisions within the Companies Act 2006.  In line with the approach advocated by the government that statutory provisions should not be duplicated in a company's constitution, where provisions in the current articles replicate provisions contained in the Companies Act 2006 these have, in the main, been removed in the new articles. Certain examples of such provisions include provisions as to the form of resolutions, and regarding the period of notice required to convene general meetings (which, in the case of a meeting (other than an AGM) called to consider a special resolution, become 14 days rather than the current 21 days). For your information, a copy of the revised articles of association are included with this circular. 

Other resolutions to be proposed at the AGM

The other resolutions within the attached notice of AGM are unchanged from the version you have previously seen and relate to the normal business of approving the Company's accounts, reappointing the auditors and re-electing certain directors.

Action to be taken

You will find set out at the end of this circular a notice convening the Annual General Meeting of the Company to be held at the offices of St Helen's Capital, 15 St Helen's Place, London EC3A 6DE at 11.00 a.m. on 16 June 2008.

Enclosed with this document is a form of proxy (the “Form of Proxy”) for use at the Annual General Meeting.  Whether or not you intend to be present at the meeting, you are requested to complete and return the Form of Proxy to the Company's Registrars, Capita Registrars by post at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, so as to be received as soon as possible and in any event not later than 11.00 a.m. on 14 June 2008.

Completion and return of a Form of Proxy will not preclude you from attending the General Meeting and voting in person should you so wish.

Expected timetable

Latest time and date for receipt of Forms of Proxy 11.00 a.m. 14 June 2008

Time and date of Annual General Meeting  11.00 a.m. 16 June 2008.

Recommendation

Your Directors unanimously recommend Shareholders to vote in favour of the Resolutions as set out in the notice of Annual General Meeting, as the Directors who are shareholders intend to do in respect of their own holdings and interests beneficially held by them amounting to 5,900,000 Ordinary Shares (representing approximately 9.4% of the current issued share capital of the Company).

Yours faithfully

Robert Douglas Young

Chairman

 

ALL STAR MINERALS PLC

Notice of Annual General Meeting

 

Notice is hereby given that the Annual General Meeting (Meeting) of All Star Minerals plc (the "Company") will be held at the offices of St Helen's Capital, 15 St Helen's Place, London EC3A 6DE on 16 June 2008 at 11.00 am to transact the following business:

As Ordinary Business

1. To receive and consider the Company's audited accounts for the year ended 30th November 2007 and the directors' and auditors' reports thereon.
2. To re-appoint Edward Taylor as a Director of the Company.
3. To re-elect Mr Conrad Andrew Windham, who is retiring by rotation, as a Director of the Company.
4. To re-appoint Price Bailey LLP as auditors and authorise the directors to fix the auditors' remuneration.

As Special Business

To consider and if thought fit to pass the following Resolutions which will be proposed as Ordinary Resolutions:

Ordinary Resolutions

5. That the authorised share capital of the Company be increased from £2,000,000 to £5,000,000 by the creation of 300,000,000 ordinary shares of £0.01 each ranking pari passu in all respects with the existing shares in the capital of the Company.
6. That with effect from the time of the passing of this Resolution the Directors be unconditionally authorised, pursuant to Section 80 of the Companies Act 1985, to exercise all powers of the Company to allot relevant securities (as defined in that Act) up to the amount of the authorised share capital of the Company (as increased by Resolution 5 above) at any time or times during the period of five years from the date hereof and at any time thereafter pursuant to any offer or agreement made by the Company before the expiry of this authority.

To consider and if thought fit to pass the following Resolutions which will be proposed as Special Resolutions:

Special Resolutions

7. That the regulations contained in the printed document produced to this meeting and signed by the Chairman thereof for the purposes of identification be approved and adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, all the existing Articles thereof.
8. That pursuant to the Directors' authority to allot shares under Section 80 of the Companies Act 1985 (granted by Resolution 6 above) the Directors of the Company be and they are hereby empowered to allot equity securities (as defined for the purposes of Section 95 of the Companies Act 1985) for cash as if Section 89(1) of the said Act did not apply to any such allotment provided that this power shall be limited to the allotment of equity securities having:
1. in the case of relevant shares (as defined for the purposes of the said Section 95), a nominal amount; or
2. in the case of other equity securities, giving the right to subscribe for or convert into relevant shares having a nominal amount,

not exceeding in aggregate £1,200,000 and this power shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution save that the Company may before such expiry make an offer or agreement which would or might require securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired. 

By order of the Board 
Edward Taylor
Company secretary
All Star Minerals plc
Richmond House
Broad Street
Ely
Cambridgeshire CB7 4AD 

21 May 2008

Notes to the Notice of Annual General Meeting

Appointment of proxies

1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Meeting and you should have received a proxy form with this notice of meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.
2. To be valid, the form of proxy and the power of attorney or other authority (if any) under which it is signed (or a copy of it notorially certified in some other way approved by the directors) must be deposited at the registered office of the Company, not less than 48 hours before the time of the meeting. Completion of the proxy form does not preclude a member from subsequently attending and voting at the meeting in person.

Communication

3. Except as provided above, members who have general queries about the Meeting should telephone Edward Taylor on 01366 500722 (no other methods of communication will be accepted).
4. You may not use any electronic address provided either:

• in this notice of annual general meeting; or
• in any related documents (including the chairman's letter and proxy form),

to communicate with the Company for any purposes other than those expressly stated. 

All Star Minerals plc (the "Company") Annual General Meeting Proxy Form   Before completing this form, please read the explanatory notes below I /We …………………………………………………………………………………………………………………………… (name(s)) of …………………………………………………………………………………………………………………………………………………………… …………………………………………………………………………………………………………………………………….(address(es)) [Reference: ………………………………………………………………………………………………………………………………………] being (a) member(s) of the Company appoint the Chairman of the meeting or (see note 3)   ………………………………………………………………………………………………………………………………………………………… as my/our proxy to attend, speak and vote on my/our behalf at the Annual General Meeting of the Company to be held on 16 June 2008 at 11.00 am and at any adjournment of the meeting. I/We direct my/our proxy to vote on the following resolutions as I/we have indicated by marking the appropriate box with an 'X'. If no indication is given, my/our proxy will vote or abstain from voting at his or her discretion and I/we authorise my/our proxy to vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.  RESOLUTIONS For Against ORDINARY BUSINESS     To receive and consider the Company's audited accounts for the year ended 30th November 2007 and the directors' and auditors' reports thereon.     To re-appoint Edward Taylor as a Director of the Company.     To re-elect Mr Conrad Andrew Windham, who is retiring by rotation, as a Director of the Company.     To re-appoint Price Bailey LLP as auditors and authorise the directors to fix the auditors' remuneration.     SPECIAL BUSINESS     To increase the authorised share capital of the Company from £2,000,000 to £5,000,000.     To authorise the directors to allot relevant securities (as defined in the Companies Act 1985) pursuant to section 80 of that Act.     To approve and adopt new Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles.     To authorise the directors to allot equity securities (as defined for the purposes of Section 95 of the Companies Act 1985) for cash as if Section 89(1) of the said act did not apply to such allotment.       Signature Date

 

Notes to the proxy form

1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.
2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.
3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions.
4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. If you wish to appoint the Chairman as one of your multiple proxies, simply write "the Chairman of the Meeting". All forms must be signed and should be returned together in one envelope.
5. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
6. To appoint a proxy using this form, the form must be:

• completed and signed;
• sent or delivered to Capita Registrars at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU; and
• received by Capita Registrars no later than 14 June 2008.

7. In the case of a member which is a company, this proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.
8. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
9. CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service may do so by using the procedures described in the CREST Manual. To be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must be transmitted so as to be received by our agent Capital Registrars ID RA10 by 14 June 2008.
10. You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those expressly stated.