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QX RESOURCES LIMITED Capital/Financing Update 2011

Feb 14, 2011

65654_rns_2011-02-14_35ad4ce0-f224-4da6-bbdc-aeb6ad941349.pdf

Capital/Financing Update

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15 Februar y 2011

Manager o f Company A nnouncements ASX Limite d Exchange Centre 20 Bridge S t reet SYDNEY N S W 2001

Black Mountain Resources Limited

Black Mou n tain Resour c es Limited ( ASX Code: B MZ) (the "C o mpany") a d vises that:

  • The Company has settled t he Tenem e nt Sale Ag r eement of tenements E36/563, E37/834 an d E37/ 9 50 with t h e Compan y and Liber t y Resource s Limited, R hodes Res o urces Pty L td and th e Com p any’s subs i diary Futur e Energy P t y Ltd, pursuant to th e Tenement Sale Agreement date d 25 N o vember 2010 and the Company h as includin g the paym e nt of $50, 0 00, issued a nd allotte d 312, 5 00 fully pai d ordinary s h ares to the v endors as c onsideratio n .

  • The f ollowing ta b le gives a summary of t he number of securities subject to escrow an d the escro w peri o d applied t o them.

Categ
ory
No. of
Securities
Securities
to Escrow
Subject
Pe
riod of Escr
ow
Ordin
Issue
Capit
ary
Fully
d
to
Un
alists
Paid
Sha
related
Se
res
ed
6,000,000 5,
400,000
22
(1
November
2 Months F
2011
rom Issue)
Ordin
Issue
Capit
ary
Fully
d
to
R
alists
Paid
Sha
elated
Se
res
ed
2,600,001 2,
340,000
24
Q
Months Fr
uotation on
om Official
ASX
Ordin
Issue
ary
Fully
d to Unrelat
Paid
Sha
ed Vendors
res
312,500 312,500 9
(1
February 20
2 Months F
12
rom Issue)
Ordin
Issue
ary
Fully
d to Promot
Paid
Sha
ers
res
150,000 135,000 24
Q
Months Fr
uotation on
om Official
ASX
Unlist
$0.30
to Dir
ed Options
on or befo
ectors
Exercisable
re 15/11/20
at
15
2,000,000 2,
000,000
24
Q
Months Fr
uotation on
om Official
ASX

Black Mountain Resources Limit e d ACN 147 106 9 7 4 945 Wellington Street, West Perth WA 6005 Telephone: +61 8 9322 7600 www.blackmountainresources.com.au | info@blackmountainr e sources.com.au

  • The full terms of the Company's unlisted options on issue are attached.

  • An updated pro forma balance sheet based on the actual amount of funds raised pursuant to the Prospectus is set out below.

BLACK MOUNTAIN RESOURCES LIMITED STATEMENT OF FINANCIAL POSITION AS AT 30 NOVEMBER 2010

Current Assets
Cash
Total Current Assets
Non‐Current Assets
Mining Tenements
Total Non‐Current Assets
Total Assets
Total Liabilities
Net Assets
Equity
Issued Capital
Option Premium Reserve
Accumulated Losses
Total Equity
Unaudited
30 November 10
Pro‐forma
transactions
Pro‐forma
Actual
$
$
$
175,001
3,375,000
3,550,001
175,001
3,375,000
3,550,001

112,500
112,500

112,500
112,500
175,001
3,487,500
3,662,501


175,001
3,487,500
3,662,501
175,001
3,487,500
3,662,501
24,000

24,000
(24,000)

(24,000)
175,001
3,487,500
3,662,501

Notes:

  • (i) The issue of 18,750,000 fully paid ordinary shares in Black Mountain at an issue price of $0.20 each to raise $3,750,000 (“the Capital Raising”);

  • (ii) The costs associated with the Capital Raising are $325,000. These costs have been netted against share capital issued; and

  • (iii) The payment of $50,000 plus the issue of 312,500 vendor shares as consideration for purchase of the tenements under the Tenement Sale Agreement.

Black Mountain Resources Limited ACN 147 106 974 945 Wellington Street, West Perth WA 6005 Telephone: +61 8 9322 7600 www.blackmountainresources.com.au | [email protected]

  • An updated pro forma stat e ment of c o mmitment s based on the actual a mount of f unds raise d purs u ant to the P rospectus i s set out bel o w.
Expen
diture
Y
ear One
Year T
wo
Proje
ct evaluatio
n,exploratio
n and acqui
sition costs
1,450,
000
550,000
Ident
ifyand evalu
ate new res
ource oppo
rtunities
100,
000
150,000
Expen
ses of issue
325,
000
Admi
nistration co
sts and una
llocated wor
kingcapital
395,
000
355,000
Total 2,270,
000
1,055,000

For and on behalf of th e Board

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Rebecca Sandford Company Secretary

Black Mountain Resources Limit e d ACN 147 106 9 7 4 945 Wellington Street, West Perth WA 6005 Telephone: +61 8 9322 7600 www.blackmountainresources.com.au | info@blackmountainr e sources.com.au

Unlisted Option Terms

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

  • (a) Each Option gives the Optionholder the right to subscribe for one Share.

  • (b) The Options will expire 5 years after the date of issue ( Expiry Date ). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

  • (c) The amount payable upon exercise of each Option will be $0.30 ( Exercise Price ).

  • (d) The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.

  • (e) An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:

  • (i) a written notice of exercise of Options specifying the number of Options being exercised; and

  • (ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised,

( Exercise Notice ).

  • (f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

  • (g) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.

  • (h) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.

  • (i) The Company will not apply for quotation of the Options on ASX. The Company will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Shares.

  • (j) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

  • (k) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

  • (l) In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders after the date of issue of the Options, the exercise price of the Options may be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2.

Black Mountain Resources Limited ACN 147 106 974 945 Wellington Street, West Perth WA 6005 Telephone: +61 8 9322 7600 www.blackmountainresources.com.au | [email protected]

  • (m) In the event the Company proceeds with a bonus issue of securities to Shareholders after the date of issues of the Options, the number of securities over which an Option is exercisable may be increased by the number of securities which the Optionholder would have received if the Option had been exercised before the record date for the bonus issue.

Black Mountain Resources Limited ACN 147 106 974 945 Wellington Street, West Perth WA 6005 Telephone: +61 8 9322 7600 www.blackmountainresources.com.au | [email protected]