QX RESOURCES LIMITED — Capital/Financing Update 2012

Apr 2, 2012

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 tobe issued	Options (pursuant to 1:2 loyalty optionissue)
2	of +securities issued orNumbertobeissued(ifknown)ormaximum number which may beissued	Maximum of 32,656,251 Options (subject torounding)
3	Principal terms of the +securities(eg, if options, exercise price andexpirydate;ifpartlypaid+securities,theamountoutstanding and due dates for+convertiblepayment;ifsecurities, the conversion priceand dates for conversion)	Refer to Appendix AExercisable at $0.20 within 3 years of thedate of issue, expected to be7May 2015

+ See chapter 19 for defined terms.

4	Do the +securities rank equally inall respects from the date ofallotment with an existing +classof quoted +securities?	Refer to Appendix A
	If the additional securities do notrank equally, please state:•the date from which they do•theextenttowhichtheyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpayment•the extent to which they donot rank equally, other than inrelation to the next dividend,distributionorinterestpayment
5	Issue price or consideration	$0.03
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	Non Renounceable Loyalty Option Issue onthe basis of 1 new Option for every 2 SharesHeld
7	+securitiesDatesofenteringinto uncertificated holdings ordespatch of certificates	Expected to be 7May2012
		Number	+Class
8	+classNumberandofall+securitiesquotedonASX(includingthesecuritiesin	37,837,501	Fullypaidordinaryshares
	clause 2 if applicable)	32,656,251	Options ($0.20; within3 years of the date ofissue, expected to be7 May 2015)

		Number	+Class
9	+classNumberandofall+securities not quoted on ASX(includingthesecuritiesinclause 2 if applicable)	21,000,000	Ordinaryfullypaidsharessubject to 12months escrowfromdateofissue,being6February 2012
		4,000,000	Ordinaryfullypaidsharessubject to 24months escrowfrom date of reinstatement ofthe Company to the ASX
		20,000,000	Performance shares subject to12months escrow from date ofissue,being6February2012(convertible to ordinary shareson a 1:1 ratio on satisfaction ofperformance milestones).
		5,000,000	Performance shares subject to24months escrow from date ofreinstatement of the CompanytotheASX(convertibletoordinary shares on a 1:1 ratio onsatisfactionofperformancemilestones).
		2,475,000,	Ordinaryfullypaidsharessubjecttoescrowexpiring15February 2013
		2,000,000	Unlistedoptions($0.30;14November 2015)
		Shares:	Note – performance milestones for Performance
		of	(a) the Company completing exploration anddevelopment on each US Project in the totalamount of not less than US$1,500,000, orexploration and development in the amountUS$4,500,000acrossalloftheUSProjects, within three (3) years from the dateof issue of the Performance Shares; and(b) production from the Project of not less than2,000 ounces of gold or gold equivalentwithin five (5) years from the date of issue ofthe Performance Shares.
10	Dividend policy (in the case of atrust, distribution policy) on theincreased capital (interests)	N/A

+ See chapter 19 for defined terms.

11	Issecurityholderapprovalrequired?	No
12	Is the issue renounceable or nonrenounceable?	Non Renounceable
13	Ratio in which the +securitieswill be offered	1 for 2
14	+Class of +securities to which theoffer relates	Options
15	+Recorddatetodetermineentitlements	16 April 2012
16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?	No
17	Policy for deciding entitlementsin relation to fractions	Rounded Up
18	Names of countries in which theentity has +security holders whowillnotbesentnewissuedocuments	Australian and New Zealand shareholdersto participate only
	Note: Security holders must be told how theirentitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances or renunciations	4 May2012
20	Names of any underwriters	N/A
21	Amount of any underwriting feeor commission	N/A
22	Names of any brokers to theissue	708 Capital Pty Ltd

Part 2 - Bonus issue or pro rata issue

+ See chapter 19 for defined terms.

24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders N/A 25 If the issue is contingent on +security holders' approval, the N/A

23 Fee or commission payable to the

broker to the issue

26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled

date of the meeting

• 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) N/A
• 30 How do +security holders sell their entitlements in full through a broker? N/A

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 18 April 2012

• See chapter 19 for defined terms.

3,500,000 listed options ($0.20; 3 years from date of issue, expected to be 7 May 2015)

13 April 2012

N/A

N/A

N/A

3 April 2012

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

(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 N/A 39 Class of +securities for which quotation is sought N/A

+ See chapter 19 for defined terms.

40 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities? N/A

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 N/A

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

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

Number	+Class

+ See chapter 19 for defined terms.

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.

Sign here:	(Director/Company secretary)	3April2012Date:
	Peter Landau
Print name:	== == == == ==

+ See chapter 19 for defined terms.

Appendix A – Key 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 (1) Share.
• (b) Each Option will expire at 5.00pm (WST) on that date which is three (3) years from their date of issue (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
• (c) Subject to paragraph (k), the amount payable upon exercise of each Option will be $0.20 (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) Subject to the expiry of any applicable escrow period the Options shall be freely transferable.
• (i) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.
• (j) The Company will apply for quotation of the Options on ASX. In addition, the Company will also 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.
• (k) 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.

+ See chapter 19 for defined terms.

• (l) 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 without exercising the Options.
• (m) An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

+ See chapter 19 for defined terms.