EVION GROUP NL — Capital/Financing Update 2020

Oct 1, 2020

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2 October 2020

ASX Announcement

BEM closes oversubscribed placement to raise $1.4 million

Announcement Highlights -

• Placement completed oversubscribed by over 50%

• 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

• BEM will provide a detailed market update in the near term on further developments

BlackEarth Minerals NL (ASX: BEM) ( BlackEarth or the Company ) is pleased to announce that it has successfully completed a bookbuild and secured commitments from investors in Australia to subscribe for a minimum of approximately 28.413m new fully paid ordinary shares in the Company to raise gross proceeds of A$1,420,694 ( Placement ) before costs. MacMillan Capital Pty Ltd was appointed as Lead Broker to the placement.

Placement details

The Company will issue 28,413,880 new fully paid ordinary shares at an issue price of $0.05 per share (a 9.2% discount to the 5 day volume weighted average) to Australian institutional and professional investors to raise minimum gross proceeds of $1,420,694 before costs.

The new shares will be placed within the Company’s 15% placement capacity under ASX Listing Rule 7.1 and a further 10% within ASX Listing Rule 7.1A and without disclosure under the Corporations Act. The Placement is not subject to shareholder approval and the new shares will rank equally with the Company’s existing fully paid ordinary shares. The Placement shares are expected to be issued on or about 8 October 2020.

Use of proceeds

The funds raised by the Placement will, together with the Company’s existing funds, be used to commence some or all of the work to progress the definitive feasibility study for the Maniry Graphite Project (activities as outlined below) and for working capital purposes:

• 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

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

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BlackEarth’s Managing Director, Tom Revy, said:

“The Board of BEM is excited about a number of developing opportunities for the Company and these funds will be utilised specifically for purpose of advancing the development and growing the value of our existing assets.

We’re pleased with the renewed and growing interest in the graphite sector and we believe our Donnelly River assets also offer a unique opportunity to shareholders. Technical and other resources will be applied to assessing these assets in the immediate term.

Additional production and testing of concentrate for the purposes of undertaking detailed downstream battery, refractory and expandable product test work which will be used for definitive offtake discussions.

We look forward to updating the market with further developments in the near future”.

The Company now requests that the trading halt be lifted and normal trading resume.

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 | 0411 475 376 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

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