EVION GROUP NL — Capital/Financing Update 2020

Oct 4, 2020

5 October 2020

==> picture [139 x 62] intentionally omitted <==

----- Start of picture text ----- ASX:BEM----- End of picture text -----

ASX Announcement

BEM launches Share Purchase Plan to raise up to $1.7m

Announcement Highlights -

• The SPP follows the heavily oversubscribed Placement recently completed by the Company

• The SPP provides eligible existing holders of ordinary fully paid shares the opportunity to further invest in the Company’s development

• Funds will be applied to exploration activities at the Maniry and Donnelly River Projects

• Pilot work will be completed to formalise further offtake arrangement discussions

• Ongoing testing and evaluation of downstream processing opportunities with overseas parties will be quickly advanced

BlackEarth Minerals NL (ASX: BEM) ( BlackEarth or the Company ) announced on 2 October 2020 that it had secured commitments from investors to subscribe for approximately 28.413m new fully paid ordinary shares in the Company to raise gross proceeds of A$1.4 million ( Placement ) before costs. The shares will be issued following receipt of cleared funds.

The Company is now pleased to announce a Share Purchase Plan ( SPP ) which will allow existing eligible holders of fully paid ordinary shares in the Company to apply for up to 600,000 shares (A$30,000) at the same price ($0.05 per share) as participants in the Placement.

Eligible shareholders can request their personalised SPP application form

at: www.blackearthminerals.com.au/SPP

SPP details

The SPP will involve the issue of up to 34m new fully paid ordinary shares at an issue price of $0.05 per share to raise gross proceeds of up to $1,700,000. The issue price represents a 9.2% discount to the 5-day volume weighted average price of BlackEarth shares traded on the ASX immediately prior to 1 October 2020.

Each individual with a registered address in Australia or New Zealand who was registered as a holder of fully paid ordinary shares in BlackEarth at 7.00 pm (WST) on 2 October 2020 ( Record Date ) and who is not acting for the benefit or account of a person in the United States will be eligible to participate in the SPP. Eligible shareholders will be able to subscribe for up to 600,000 new fully paid ordinary shares ($30,000) without incurring brokerage or other transaction costs.

If total applications for the SPP exceed $1,700,000, the Company reserves the right to close the SPP early or scale back applications in its absolute discretion.

Further details of the SPP will be included in an SPP Offer Document ( Offer Document ). The Company currently expects to release the Offer Document on ASX and distribute it to eligible shareholders on 5 October 2020.

BlackEarth Minerals NL ACN 610 168 191

PO BOX 1088 West Perth WA 6872

Level 1, 677 Murray Street West Perth WA 6872

info@blackearthminerals.com.au blackearthminerals.com.au

Use of proceeds

==> picture [160 x 66] intentionally omitted <==

Depending on the final amount raised through the SPP, the total aggregate funds raised by the Placement and the SPP will, together with the Company’s existing funds and those raised under the Placement, be used to fund some or all of the following:-

• Exploration activities at the Maniry Project and Donnelly River Prospect

• Hydrology and geotechnical work

• Further bulk metallurgical test work testing

• Independent social, community and environmental studies

• Further testing and evaluation of downstream processing opportunities

• General working capital

Indicative timetable

The timetable below is indicative only and subject to change. The Company reserves the right to alter the below dates in its absolute discretion and without prior notice, subject to the ASX Listing Rules and the Corporations Act. All times are in Australian Western Standard Time.

Event	Date
Record Date of SPP	2 October 2020(7.00pm)
Announcement date of SPP	5 October 2020
Despatch of SPP Offer Document	8 October 2020
SPP openingdate	12 October 2020
SPP closingdate	30 October 2020
Announcement of result of SPP	3 November 2020
Issue of shares under SPP	5 November 2020

This announcement has been approved by the Company’s Disclosure Committee for release.

Not for release in the United States

This announcement has been prepared for publication in Australia and may not be released in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration of the US Securities Act and applicable US state securities laws.

Forward Looking Statements

This release may include forward-looking statements, which may be identified by words such as "expects", "anticipates", "believes", "projects", "plans", and similar expressions. These forward-looking statements are based on BlackEarth’s expectations and beliefs concerning future events. Forward looking statements are necessarily subject to risks, uncertainties and other factors, many of which are outside the control of BlackEarth, which could cause actual results to differ materially from such statements. There can be no assurance that forward-looking statements will prove to be correct. BlackEarth makes no undertaking to subsequently update or revise the forward-looking statements made in this release, to reflect the circumstances or events after the date of that release.

CONTACTS
Tom Revy	BlackEarth Minerals NL	08 6145 0289
Stevan Adzic	Peloton Shareholder Services	02 8651 7816
Jane Morgan	Investor and Media Relations	0405 555 618

BlackEarth encourages investors to update their contact details to stay up to date with Company news and announcements here: http://www.blackearthminerals.com.au/update-details/

For more information – www.blackearthminerals.com.au

2