Antares Minerals Inc.

Following a recent reorganization, Antares Minerals Inc., formerly known as Planet Ventures Inc. has emerged with a new management team headed by John Black, an economic geologist with 23 years of international exploration experience. At this time, the company is primarily focused on gold and copper exploration properties in Latin America that can be quickly and cost-effectively advanced to the discovery and production stage. Antares is currently working on four key properties including the Haquira Project in Peru, as well as the Rio Grande, Desierto and Catua projects in northwestern Argentina.

Haquira Acquisition

The Haquira copper project comprises 4,600 hectares and is located in the Quechua Region of Peru. This property is approximately 75 kilometres to the southwest of Cuzco in an emerging mineralization belt which hosts the Tintaya copper-gold skarn mine owned by BHP Billiton Ltd. (BHP:NYSE) and the Las Chancas copper-gold porphyry deposit owned by Southern Peru Copper Corp. (PCU:NASDAQ). The Haquira property is immediately adjacent to the Las Bambas project recently acquired by Xstrata (XTA.L:LSE).

In early March 2005, the company entered into an option agreement with Minera Phelps Dodge del Peru S.A.C., a subsidiary of Phelps Dodge Corporation (PDA:NYSE), whereby Antares can acquire a 100% interest in the Haquira project. In order to complete the acquisition, the company must make option payments totaling US$15 million over five years. One payment of US$750,000 was made upon execution of the agreement.

Independent consultants engaged by Antares recently completed a National Instrument 43-101 (NI 43-101) compliant resource estimate utilizing data from 85 drill holes previously completed by Minera Phelps Dodge between 2001 and 2003. The report estimates an inferred mineral resource of 120.5 million tonnes grading 0.49% copper and 89.2 million tonnes grading 0.43% copper for a total of 209.7 million tonnes grading 0.46% copper. Management believes that the mineralization at Haquira offers potential for a low-strip, low-cost operation, particularly given the synergies with the nearby Las Bambas property. The company plans to complete a drilling campaign at the Haquira project in the second half of 2005 to delineate additional resources and to obtain bulk samples of mineralized material for metallurgical testing.

Rio Grande Acquisition

The Rio Grande is a copper-gold property located in the Salta Province of northwestern Argentina which is whollyowned by Mansfield Minerals Inc. (MDR:TSX-V). Pursuant to a joint venture agreement, Antares can earn an initial 50% interest in the project by completing work expenditures totaling US$3 million, making option payments totaling US$600,000 and issuing 900,000 shares, all over a fouryear period. Upon completion of the 50% earn-in, Antares can elect to earn an additional 10% interest by spending US$1.5 million over 18 months. As of the first quarter of 2005, the company had made the initial option payment of US$25,000 and had exceeded the first year exploration expenditure commitment.

Mineralization at the Rio Grande property covers a large area measuring at least four square kilometres. In May 2005, Antares filed an independent, NI 43-101 compliant technical report. At this time, the Rio Grande project is at an early stage of exploration and mineral resources have not been estimated.

Desierto and Catua Acquisitons

The Desierto property is a gold-silver epithermal vein prospect located 320 kilometres from the city of Salta in the Salta province of northwestern Argentina. Catua is a newly discovered copper prospect located in the Jujuy province of Argentina, approximately 200 kilometres from the city of Salta. Mansfield is the sole owner of both locations. However, under the terms of two, separate, joint venture agreements, Antares can earn an initial 50% interest in either property by completing work expenditures of US$2 million and making option payments totaling US$400,000 over a four year period. Similar to the Rio Grande option agreement, the company can acquire a further 10% interest in either property by issuing 100,000 shares and spending an additional US$1.5 million over 18 months.

Antares has already completed its first option payments under both agreements. As of April 30, 2005, the company had exceeded its first year exploration expenditure commitment for Catua while US$100,000 remained outstanding on the Desierto property. Antares and Mansfield have agreed to extend the deadline for this commitment to October 31, 2005.

Private Placement

On August 8 2005, Antares completed a private placement offering of 1,815,000 units at $0.60 per unit share for gross proceeds of $1,089,000. Each unit consists of one common share and one half of a common share purchase warrant. Each whole warrant will entitle the holder to purchase one common share at $0.80 for a period of one year from closing. However, the company can give written notice to all warrant holders to accelerate the expiry date of the warrants if the common shares trade at $1.25 or higher on a volume weighted average basis over any ten trading day period during the one year period. In addition to general working capital purposes, proceeds will be utilized primarily to prepare for drilling programs this fall on the Haquira copper project in Peru and the Rio Grande coppergold and Desierto gold-silver prospects in Argentina.