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QX RESOURCES LIMITED Capital/Financing Update 2012

Sep 6, 2012

65654_rns_2012-09-06_c6c0816c-8eb8-4e01-bf15-8299ef1c0ec9.pdf

Capital/Financing Update

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7 September 2012

Manager of Company Announcements Australian Securities Exchange Level 6, 20 Bridge Street Sydney NSW 2000

By E-Lodgement

Completion of Capital Raising

  • Second tranche of placing to raise over £1.5 million (approximately A$2.3 million) completed

  • Placing provides additional funding to complete Lakeview Mill acquisition and Conjecture Silver Project development

Black Mountain Resources Limited (ASX | AIM: BMZ), the silver focused development company with interests in USA, is pleased to announce the completion of the second tranche of the placement (see announcement on 1 August 2012) raising over £1.5 million (approximately A$2.3 million). An appendix 3B is attached.

As previously announced, the funds raised will be used (following final due diligence) to complete the acquisition of the Lakeview Mill (see announcement on 10 July 2012) and to carry out refurbishment and equipment upgrades to increase its capacity. In addition, funds will be used for the development and exploration of the Conjecture Silver Project in Idaho, including the surface and underground drill programmes scheduled for 2012.

For and on behalf of the Board

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Peter Landau Executive Director

Black Mountain Resources Limited ABN 55 147 106 974 www.blackmountainresources.com.au [email protected]

Ground Floor 1 Havelock Street West Perth WA 6005 Tel: +61 (8) 9488 5220

Suite 1A, Princes House 38 Jermyn Street London SW1Y 6DN Tel: +44 (0) 207 025 7040

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For further information please visit www.blackmountainresources.com.au or contact:

Black Mountain Resources Limited Black Mountain Resources Limited
Shannon Robinson Eva Bezruchko
Company Secretary Corporate Relations Investor Relations
E: [email protected] E: [email protected]
T: +61 (8) 9488 5220 T: +44 (0) 207 025 7040
Broker (Australia) Broker (UK)
708 Capital Xcap Securities
Matthew Lumb Jon Belliss
T: +61 (2) 9112 2550 T: +44 (0) 20 32162630
Media (Australia) Media (UK)
PPR St Brides Media & Finance Limited
David Tasker Elisabeth Cowell
T: +61 (8) 9388 0944 T: +44 (0) 20 7236 1177
Nominated Advisor (UK)
RFC Ambrian Limited
Stuart Laing
T: +61 (8) 9480 2500

About Black Mountain Resources Limited

Black Mountain Resources Limited is a dual listed (ASX | AIM: BMZ) silver and gold focused development company focussed on the advancement of three highly prospective previously operating assets located in two of the world’s most developed and proven silver and gold mining regions of Idaho and Montana, USA.

The Company holds a 70% interest in the New Departure Silver Project, the Conjecture Silver Project and the Tabor Gold and Silver Project. It plans to implement low cost production and development programmes across all three assets, targeting first production from New Departure and Conjecture by Q4 2012. It is also implementing exploration programmes to capitalise on the exploration upside potential apparent across its portfolio.

Black Mountain Resources Limited was incorporated on 29 October 2010 and is listed on the Australian Securities Exchange and London’s AIM Market (BMZ).

Black Mountain Resources Limited Ground Floor ABN 55 147 106 974 1 Havelock Street www.blackmountainresources.com.au West Perth WA 6005 [email protected] Tel: +61 (8) 9488 5220

Suite 1A, Princes House 38 Jermyn Street London SW1Y 6DN Tel: +44 (0) 207 025 7040

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Black Mountain Resources Limited

ABN

55 147 106 974

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 (a) Fully paid ordinary shares be issued (b) Unlisted Options 2 Number of[+] securities issued or (a) 6,554,474 to be issued (if known) or (b) 500,000 maximum number which may be issued 3 Principal terms of the[+] securities (a) Fully paid ordinary shares (eg, if options, exercise price and (b) Unlisted Options ($0.25; 25 July 2016) expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

  • See chapter 19 for defined terms.

Appendix 3B Page 1

1/1/2003

4
Do the+securities rank equally in
all respects from the date of
allotment 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)
7
Dates of entering
+securities
into uncertificated holdings or
despatch of certificates
8
Number
and
+class
of
all
+securities
quoted
on
ASX
(including
the
securities
in
clause 2 if applicable)
(a)
Yes
(b)
The unlisted options will rank equally
on conversion of these securities into
ordinary shares
(a)
Yes
(b)
The unlisted options will rank equally
on conversion of these securities into
ordinary shares
(a)
£0.155
(b)
Nil
(a)
Issue of shares pursuant to terms of
capital raising
(b)
Issue of options pursuant to nomad
mandate
7 September 2012
Number +Class
47,849,266
36,138,750
Fully
paid
ordinary
shares
Options ($0.20; 7 May
2015)
9
Number
and
+class
of
all
+securities not quoted on ASX
(including
the
securities
in
clause 2 if applicable)
Number +Class
21,000,000
4,000,000
2,475,000,
20,000,000
5,000,000
2,000,000
500,000
Ordinary
fully
paid
shares
subject
to
escrow
expiring
6 February 2013
Ordinary
fully
paid
shares
subject
escrow
expiring
20 February 2014
Ordinary
fully
paid
shares
subject
to
escrow
expiring
17 February 2013
Performance shares subject to
12 months
escrow
expiring
6 February 2013 (convertible to
ordinary shares on a 1:1 ratio on
satisfaction
of
performance
milestones).
Performance shares subject to
escrow expiring 20 February
2014 (convertible to ordinary
shares
on
a
1:1
ratio
on
satisfaction
of
performance
milestones).
Unlisted
options
($0.30;
14 November 2015) subject to
escrow expiring 17 February
2013
Unlisted options ($0.25; 25 July
2016)

Note – performance milestones for Performance Shares:

(a) the Company completing exploration and development on each US Project in the total amount of not less than US$1,500,000, or exploration and development in the amount of US$4,500,000 across all of the US Projects, within three (3) years from the date of issue of the Performance Shares; and

(b) production from the Project of not less than 2,000 ounces of gold or gold equivalent within five (5) years from the date of issue of the Performance Shares.

10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

  • See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Part 2 - Bonus issue or 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
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 issue
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
  • See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

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 prospectus or Product
Disclosure Statement 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)
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 +Despatch date

  • See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

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 )

  • (a)[Securities described in Part 1 ]

(b)[All other securities ] Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

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

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

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

  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

40 Do the[+] securities rank equally in all respects from the date of allotment 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)

Number +Class

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

  • See chapter 19 for defined terms.

Appendix 3B Page 7

1/1/2003

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 not available now, 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.

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Sign here: ............................................................ (Directo ~~r/Company secretary~~ ) Peter Landau Print name: ......................................................... == == == == ==

7 September 2012 Date: .........................

  • See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003