QX RESOURCES LIMITED — Capital/Financing Update 2012

Jan 3, 2012

BLACK MOUNTAIN RESOURCES LIMITED ACN 147 106 974

SUPPLEMENTARY PROSPECTUS

Important Information

This Supplementary Prospectus is dated 4 January 2012 and is supplementary to the Prospectus dated 20 December 2011 issued by Black Mountain Resources Limited (ACN 147 106 974) ( Company ) ( Prospectus ).

This Supplementary Prospectus was lodged with the Australian Securities and Investments Commission ( ASIC ) on 4 January 2012. The ASIC does not take any responsibility for the contents of this Supplementary Prospectus.

This Supplementary Prospectus must be read together with the Prospectus. If there is a conflict between the Prospectus and this Supplementary Prospectus, this Supplementary Prospectus will prevail.

Terms and abbreviations defined in the Prospectus have the same meaning in this Supplementary Prospectus.

This Supplementary Prospectus will be issued with the Prospectus as an electronic prospectus and may be accessed on the Company’s website at www.blackmountainresources.com. The Company will send a copy of this Supplementary Prospectus to all Applicants who have subscribed for Securities pursuant to the Prospectus prior to the date of this Supplementary Prospectus.

This document is important and should be read in its entirety. Please consult your legal, financial or other professional adviser if you do not fully understand the contents.

1. PURPOSE OF OFFER AND USE OF PROCEEDS

Section 1 (page 8) of the Prospectus outlines the Company’s current statement of commitments, including the allocation of further funds towards exploration and development of each US Project. The Board considers that, the statement of commitments set out in Section 1 currently provides a reasonably based estimate of the allocation of funds across the Company’s current project and the US Projects.

In determining the allocations of expenditure across the US Projects the Board considered the current status of the exploration and development on each US Project, as well as the Company’s obligation to spend a total of US$4,500,000 across the US Projects pursuant to the terms of the Acquisition Agreement ( Expenditure Commitment ). As set out in Section 9.1(b) of this Prospectus, to date, the Company has already advanced US$1,000,000 towards the Expenditure Commitment. These funds have been applied across all three US Projects, with over half of the funds being spent on development of the New Departure Project.

The Company acknowledges that the commitments set out in Section 1 differ with those budgets set out in the Technical Report in Section 5 of the Prospectus.

The Company has allocated $2,000,000 to exploration and development of the New Departure Project. The Technical Report estimated a required budget of US$2,500,000 for exploration and development on the New Departure Project. The Company has already spent over $500,000 on development of the New Departure Project, and proposes to raise additional funds for further development if required.

The Company has allocated a further $1,500,000 to exploration and development on the Tabor Project. This is the same initial budget set out in the Technical Report.

Progress at the Conjecture Project will be subject to developing a finalized drill program to target known mineralised zones within the Conjecture Mine. Should the Company need to drill on unpatented mining claims which are subject to Bureau of Land Management and Forest Service jurisdiction, the Company will have to obtain drill permits from one or more of these agencies in order to conduct its initial drill program. The Board notes that should these activities proceed, the $1,000,000 amount included in the budget prepared by the Technical Expert (see page 55 of the Prospectus) would be required (being an additional US$500,000 on the current allocation). If required, the Company proposes to raise additional funds to fund these drilling activities.

It should be noted that the allocations and budgets may be modified by the Company at time to time, and will be amended as required by the Company’s commercial operations.

2. STRUCTURE OF ACQUISITION AND TITLE TO US PROJECTS

As set out in Sections 4.1 and 4.2 of the Prospectus, pursuant to the Acquisition Agreement, the Company has entered into an agreement to acquire a 70% interest in the issue capital of ABM Mining Corporation ( ABM ).

On completion of the Acquisition, the Company (through its 70% interest in ABM) will acquire leasehold interests in each US Project ( Leases ) as follows:

This Supplementary Prospectus is intended to be read with the Prospectus dated 20 December 2011 issued by Black Mountain Resources Limited (ACN 147 106 974).

2

(a) New Departure Project :

• (i) New Departure Mine Lease, dated 30 November 2011;

• (ii) Lessee: ABM; and

• (iii) Lessor: Lucky Friday Extension Mining Company,

see page 83 of the Prospectus (Solicitor’s Report) for further details.

(b) Tabor Project :

• (i) Tabor Mineral Properties Lease, dated 30 November 2011;

• (ii) Lessee: ABM; and

• (iii) Lessor: Brush Prairie Minerals Limited,

see page 84 of the Prospectus (Solicitor’s Report) for further details.

(c) Conjecture Project:

• (i) Conjecture Mine Mining Lease, dated 30 November 2011;

• (ii) Lessee: ABM; and

• (iii) Lessor: Chester Mining Company,

see page 93 of the Prospectus (Solicitor’s Report) for further details.

The Company refers to the two Solicitor’s Reports set out in Section 7 of the Prospectus. Details relating to the legal status and title to the unpatented and patented claims underlying each Lease are set out in these reports.

Further details of the Leases are also set out in Section 9.3 of the Prospectus.

3. AMENDMENT TO TECHNICAL REPORT

Page 47 of the Technical Report (in Section 5 of the Prospectus) refers to a ‘geologic resource’ estimate based on historical reports. The Company wishes to withdraw the following statement (contained in the second paragraph of page 47):

“ The geologic resource, from limited Kennecott drilling on Upper Alder Gulch is estimated to be 6.m.t. of 0.083 opt at the Kearsarge prospect, 1.9 m.t. of 0.028 opt Au at the South Bachelor prospect, and 18 m.t. of 0.055 opt on the Atlas-Lucas prospects.”

The above statement should not be considered as part of the Prospectus and the information should not be considered as an estimate of a Mineral Resources or Ore Reserves as defined by the JORC Code.

Minex Exploration has given its written consent to being named as the Technical Expert to the Company in the Prospectus, to inclusion of the Technical Report in the form and context in which it appears, including the amendment to the Technical Report as set out above. Minex Exploration has not withdrawn its consent prior to the lodgement of this Supplementary Prospectus with ASIC.

This Supplementary Prospectus is intended to be read with the Prospectus dated 20 December 2011 issued by Black Mountain Resources Limited (ACN 147 106 974).

3

4. EXTENSION TO CLOSING DATE

As a result of the release of this Supplementary Prospectus, the Company has extended the Closing Date.

Accordingly, references to the Closing Date in the Prospectus are amended and the Indicative Timetable set out in the Investment Overview section of the Prospectus is deleted and replaced with the following indicative timetable:

Indicative timetable*

Event	Date
Lodgement of Prospectus with ASIC	20 December 2011
Opening Date	20 December 2011
Closing Date	12 January 2011
Allotment and Dispatch of holding statements	18 January 2012
Expected date for listing on ASX	24 January 2012

Important Notes:

• These dates are indicative only and subject to change. The Company reserves the right, subject to the Corporations Act and other applicable laws, to vary the dates of the Offer, including bringing forward or extending the Closing Date or accepting late applications, either generally or in particular cases, without notifying you.

5. APPLICATIONS

The matters referenced in this Supplementary Prospectus are not considered by the Company to be materially adverse to investors. Accordingly, no action needs to be taken if you have already submitted an application for Shares.

6. DIRECTORS’ AUTHORISATION

This Supplementary Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with Section 720 of the Corporations Act, each Director has consented to the lodgement of this Supplementary Prospectus with the ASIC.

==> picture [120 x 46] intentionally omitted <==

---

Peter Landau Director Black Mountain Resources Limited

Note: All other details in relation to the terms of the Offer and other matters under the Prospectus remain unchanged.

This Supplementary Prospectus is intended to be read with the Prospectus dated 20 December 2011 issued by Black Mountain Resources Limited (ACN 147 106 974).

4