BLACK ROCK MINING LIMITED — Share Issue/Capital Change 2018

Mar 6, 2018

ASX ANNOUNCEMENT 7 March 2018

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Appendix 3B

Tanzanian graphite developer Black Rock Mining Limited (BKT: ASX) (“Black Rock” or “the Company”) confirms in accordance with its termination deed with the Company’s former Chief Executive Officer, that the 2016 AGM performance rights have been terminated and replaced with new performance rights under the same terms and conditions.

Please find attached an updated Appendix 3B.

For more information:

John de Vries

CEO Black Rock Mining

Simon Hinsley Investor Relations NWR Communications

Charlie Bendon

Partner

Tamesis Partners LLP (UK)

+61 438 356 590 +61 401 809 653 + 44 7968 167 030 jdv@blackrockmining.com.au simon@nwrcommunications.com.au cbendon@tamesispartners.com

Black Rock Mining Ltd ACN 094 551 336 ASX: BKT

Issued Capital Australian Registered Office 443m Shares Level 1, 35 Havelock Street 63.9m Options West Perth, WA 6005 2.4m Performance Rights Ph: +61 8 9320 7550

E: info@blackrockmining.com.au

Tanzanian Office

Tanzanian Office Directors Mahenge Resources Ltd Richard Crookes 202 Village Walk Building John de Vries Toure Drive, PO Box 80003 Stephen Copulos Dar es Salaam Tanzania Gabriel Chiappini

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ASX ANNOUNCEMENT 7 March 2018

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About Black Rock Mining

Black Rock Mining Limited is an Australian-based company listed on the Australian Securities Exchange. The Company owns graphite tenure in the Mahenge region of Tanzania.

On 8 August 2017, the Company announced a JORC compliant Mineral Resource Estimate of 211.9m tonnes at 7.8% TGC for 16.6m tonnes of contained Graphite, making the Mahenge Graphite Project one of the largest JORC compliant flake graphite Mineral Resource Estimates globally (refer below for an analysis of the JORC Resource). Over 50% of the Mineral Resource is in the Measured and Indicated categories. In April 2017, Black Rock announced results of a Preliminary Feasibility Study (PFS) for its Mahenge Graphite Project which confirmed its potential as a long-life, low capex, high margin operation. The Company confirms that it is not aware of any material data or information that affects the resource estimate and that all material assumptions underpinning the JORC resource are still valid and have not materially changed.

The PFS estimated a post-tax, unlevered, internal rate of return (“IRR”) for the Project of 48.7%; and a net present value (NPV) using a discount rate of 10% (NPV10) of US$624m. Black Rock confirms, that except for the proposed legislative changes relating to 16% free carry position of the Tanzanian Government and the royalty fee increasing to 4.3%, the key assumptions used in the PFS have not materially changed and that the material assumptions continue to apply per the PFS announcement released to the ASX on 24 April 2017. Subject to clarification on Tanzanian legislative changes, Black Rock is moving towards commencing a Definitive Feasibility Study (DFS). With a successful DFS and associated financing, construction could commence in 2018 with first production in 2019.

For further information on the company’s development pathway, please refer to the company’s website at the following link: http://www.blackrockmining.com.au and the corporate video presentation at http://www.blackrockmining.com.au/#video.

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ASX ANNOUNCEMENT 7 March 2018

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PROSPECT CATEGORY	TONNES	TGC	CONTAINED TGC
	(MILLIONS)	(%)	(MILLIONS TONNES)
Ulanzi Measured	13.3	8.9	1.2
Indicated	49.7	8.2	4.1
Inferred	50.2	8.1	4.1
Sub-total	113.3	8.2	9.3
Epanko Measured	12.1	8.3	1.0
Indicated	20.8	8.3	1.7
Inferred	27.3	7.9	2.2
Sub-total	60.2	8.1	4.9
Cascades Measured
Indicated	17.6	6.4	1.1
Inferred	20.8	5.9	1.2
Sub-total	38.4	6.1	2.4
COMBINED MEASURED	25.5	8.6	2.2
INDICATED	88.1	7.9	6.9
INFERRED	98.3	7.6	7.4
TOTAL	211.9	7.8	16.6

Resource breakdown by prospect and total combined global resource

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ASX ANNOUNCEMENT 7 March 2018

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Figure 1: Location of Black Rock’s Mahenge Graphite Project within Tanzania

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Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Black Rock Mining Limited

ABN

59 094 551 336

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

• 1 +Class of +securities issued or to be issued Performance Shares

• 2 Number of[+] securities issued or to (i) Cancellation of 2,400,000 be issued (if known) or maximum (ii) Issue of 2,400,000 number which may be issued

• 3 Principal terms of the[+] securities Performance Rights divided into 3 (e.g. if options, exercise price and Tranches vesting upon satisfaction of expiry date; if partly paid + performance conditions: securities, the amount outstanding

• and due dates for payment; if • performance related to offtake +convertible securities, the agreement conversion price and dates for • pre feasibility study conditions conversion) • VWAP share price > $0.30

• See chapter 19 for defined terms.

Appendix 3B Page 1

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Appendix 3B New issue announcement

4 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted +securities? If the additional+securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A	Only once vesting conditions have been met and ORD shares allotted
	Nil
	Issuance/cancellation as part of termination deed of former CEO
	yes
	28 November 2017
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

6e Number of[+] securities issued with Not Applicable security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of[+] securities issued under Not Applicable an exception in rule 7.2 6g If[+] securities issued under rule Not applicable 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If[+] securities were issued under Not Applicable rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining Refer Annexure 1 issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements

• See chapter 19 for defined terms.

Appendix 3B Page 3

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Appendix 3B New issue announcement

7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and+class of all +securities quoted on ASX (_including_the+securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	7 March 2018
	Number	+Class
	443,734,698 33,966,656	Ordinary fully paid shares Options $0.075, 30 November 2018
	Number	+Class
	2,400,000 25,000,000 1,000,000 5,000,000	Performance Rights 31 December 2018 Options $0.10 expiring 31- August-2020 Performance Rights Options $0.20, expiring 19 April 2020
	Not applicable

Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates	Not applicable Not applicable Not applicable Not applicable

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable)	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of[+] securities ( tick one ) NOT APPLICABLE

(a) +Securities described in Part 1

NOT APPLICABLE

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

NOT APPLICABLE

Entities that have ticked box 34(b)

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

38 Number of[+] securities for which +quotation is sought 39 +Class of +securities for which quotation is sought

40 Do the[+] securities rank equally in all respects from the[+] issue date with an existing[+] class of quoted[+] securities? If the additional[+] securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another[+] security, clearly identify that other[+] security)

• 42 Number and[+] class of all[+] securities quoted on ASX ( including the +securities in clause 38)

Number +Class

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

  • Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Mr Gabriel Chiappini

Director 7 March 2018

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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327,584,724
Insert number of fully paid [+] ordinary
securities on issue 12 months before the
+ issue date or date of agreement to issue
118,495,000
Add the following:
• Number of fully paid [+] ordinary securities
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid [+] ordinary securities
issued in that 12 month period with
shareholder approval
• Number of partly paid [+] ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid [+] ordinary Nil
securities cancelled during that 12 month
period
446,079,724
“A”
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• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	66,911,959
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	18,400,000
“C”	18,400,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	66,911,959
Subtract“C” Note: number must be same as shown in Step 3	18,400,000
Total[“A” x 0.15] – “C”	48,511,959 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

446,079,724 “A” Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed 44,607,972 Multiply “A” by 0.10

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued Nil or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities – not just ordinary securities

• • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• • It may be useful to set out issues of securities on different dates as separate line items 44,607,972

• “E”

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	44,607,972
Subtract“E” Note: number must be same as shown in Step 3	-
Total[“A” x 0.10] – “E”	44,607,972 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 12

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