EVION GROUP NL — Capital/Financing Update 2020

Oct 4, 2020

Proposed issue of securities

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Announcement Summary

Entity name

BLACKEARTH MINERALS NL

Announcement Type

New announcement

Date of this announcement

Monday October 5, 2020

The Proposed issue is:

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An offer of securities under a securities purchase plan

Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan

Maximum Number of ASX +security code +Security description +securities to be issued BEM ORDINARY FULLY PAID 34,000,000

ASX +security code

+Record date

Friday October 2, 2020

Offer closing date

Friday October 30, 2020

+Issue date

Thursday November 5, 2020

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

BLACKEARTH MINERALS NL

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

Registration Number

ABN 66610168191

1.3 ASX issuer code

BEM

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Monday October 5, 2020

1.6 The Proposed issue is:

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An offer of +securities under a +securities purchase plan

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Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

4A.1 - Are any of the following approvals required for the offer of +securities under the +securities purchase plan issue to be unconditional?

+Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

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No

Part 4B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

BEM : ORDINARY FULLY PAID Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

BEM : ORDINARY FULLY PAID

Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted 34,000,000

Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No

Will the offer be conditional on applications for a maximum number of +securities being received or a maximum amount being raised (i.e. a maximum subscription condition)? No

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Will individual security holders be required to accept the offer for
a minimum number or value of +securities (i.e. a minimum
acceptance condition)?
Yes
Is the minimum acceptance unit based or dollar based?
Dollar based ($)
Please enter the minimum acceptance value
$ 2,500
Will individual security holders be limited to accepting the offer
for a maximum number or value of +securities (i.e. a maximum
acceptance condition)?
Yes
Is the maximum acceptance unit based or dollar based?
Dollar based ($)
Please enter the maximum acceptance value
$ 30,000
Describe all the applicable parcels available for this offer in number of securities or dollar value $2,500,$5,000, $10,000, $15,000, $20,000, $25,000, $30,000
Offer price details
Has the offer price been determined?
Yes
In what currency will the offer What is the offer price per
be made? +security?
AUD - Australian Dollar AUD 0.05000
Oversubscription & Scale back details
Will a scale back be applied if the offer is over-subscribed?
Yes
Describe the scale back arrangements At directors discretion
Will these +securities rank equally in all respects from their issue date with the existing issued
+securities in that class?
Yes

Part 4C - Timetable

4C.1 Date of announcement of +security purchase plan

Monday October 5, 2020

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4C.2 +Record date

Friday October 2, 2020

4C.3 Date on which offer documents will be made available to investors

Monday October 5, 2020

4C.4 Offer open date

Monday October 12, 2020

4C.5 Offer closing date

Friday October 30, 2020

4C.6 Announcement of results

Tuesday November 3, 2020

4C.7 +Issue date

Thursday November 5, 2020

Part 4D - Listing Rule requirements

4D.1 Does the offer under the +securities purchase plan meet all of the requirements of listing rule 7.2 exception 5 or do you have a waiver from those requirements? Yes

Part 4E - Fees and expenses

4E.1 Will there be a lead manager or broker to the proposed offer? No

4E.2 Is the proposed offer to be underwritten?

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No

4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

4E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

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Part 4F - Further Information

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4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

to continue the development of the Company's exploration assets in Madagascar and Australia. Downstream processing testing and further bulk concentrate testing with overseas organisations and in Australia

4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No

4F.2 Countries in which the entity has +security holders who will not be eligible to accept the proposed offer

GREAT BRITAIN AND NTH IRELAND, HONG KONG, GERMANY, SINGAPORE, USA, THAILAND, INDIA, SOUTH AFRICA, REPUBLIC OF KOREA, FRENCH REPUBLIC, JAPAN, MALAYSIA

4F.3 URL on the entity's website where investors can download information about the proposed offer

www.blackearthminerals.com.au

4F.4 Any other information the entity wishes to provide about the proposed offer

N/a

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