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QX RESOURCES LIMITED Capital/Financing Update 2016

Aug 10, 2016

65654_rns_2016-08-10_acc5817f-5c08-448d-8ad6-558066a4b03e.pdf

Capital/Financing Update

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ASX ANNOUNCEMENT

11 August 2016

PROSPECTUS TO RAISE FUNDING FOR NAMAKERA ACQUISITION

Black Mountain Resources Limited ( ASX:BMZ ) ( Black Mountain or the Company ) announces that it has lodged its prospectus (the Prospectus ) with the Australian Securities and Investments Commission inviting investors to subscribe for up to 45,000,000 shares at an issue price of $0.10 each to raise $4,500,000 ( Offer ).

As previously announced by the Company to ASX on 14 July 2016 (Transaction Update and Dispatch of Notice of Meeting), the Company is seeking approval at a Meeting of Shareholders to be held on 15 August 2016 to proceed with the acquisition of 100% of the share capital in GLF Holdings Limited ( Gulf ) (the Transaction ).

Gulf is the 100% shareholder of Namakera Mining Company Limited ( NMCL ), which is the registered holder of Mining License ML 4651, upon which it operates the Namakera Vermiculite Mine and conducts exploration activities on the Busumbu Phosphate Project located in Uganda.

NMCL is also the registered holder of Exploration License EL 1534 that is also considered prospective for vermiculite, phosphate, copper, iron, zircon and rare earths mineralisation.

The Company is proceeding with the Offer to satisfy conditions of the Transaction; to meet the requirements of ASX and to seek to obtain ASX’s approval to re-instate the Company’s Shares to official quotation on the ASX.

The funds raised from the Offer will provide funding for the Company’s planned mining fleet and infrastructure upgrades and mine and process plant optimisation studies at the Namakera Vermiculite Mine, as well as exploration and resource definition drilling programs at the Namakera Vermiculite Mine and Busumbu Phosphate Project, and administration, working capital and creditor payments.

The Offer contained in the Prospectus, is conditional on certain Resolutions being passed at the Meeting of Shareholders to be held on 15 August 2016.

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

Suite 5, 531 Hay Street Subiaco WA 6008 Tel: +61 8 9489 4837 Fax: +61 8 9380 8300

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An indicative timetable for the Offer is shown below:

Event Date
Dispatch of Notice of General Meeting to Shareholders 14 July 2016
Date of Lodgement of Prospectus with ASIC and ASX 10 August 2016
Offer Opening Date 10 August 2016
Offer Closing Date 5.00pm WST 9 September 2016
General Meeting to Approve the Transaction and other Resolutions 15 August 2016
Issue of Shares under the Offer and Settlement of the Transaction 9 September 2016
Company’s Shares re-instated to official quotation by ASX1 10 September 2016

Notes:

1 The Company’s Shares will only be reinstated by ASX after the Company has completed the Transaction and the Company has complied with relevant ASX Listing Rules.

The above timetable is indicative only and the Directors reserve the right to amend the timetable at anytime in consultation with the ASX. Any changes will be released to the ASX.

Upon successful completion of the Offer, the Company will apply for re-instatement of its shares to quotation on the ASX.

Sanlam Private Wealth Australia has been appointed as Lead Manager for the Offer and Verdant Capital as Advisor to the Offer.

The Prospectus is available on the Company’s website at www.blackmountainresources.com.au.

The Prospectus should be read and considered in its entirety before making any decision to invest in shares. Securities offered pursuant to the Prospectus carry no guarantee in respect of return of capital, return on investment, payment of dividends or the future value of the shares. Persons wishing to acquire shares will need to complete an application form accompanying the Prospectus.

END

For further information, please contact:

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Jason Brewer Director Black Mountain Resources Ltd

Forward looking statements

Information included in this release constitutes forward-looking statements. Often, but not always, forward looking statements can generally be identified by the use of forward looking words such as “may”, “will”, “expect”, “intend”, “plan”, “estimate”, “anticipate”, “continue”, and “guidance”, or other similar words and may include, without limitation, statements regarding plans, strategies and objectives of management, anticipated production or construction commencement dates and expected costs or production outputs.

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Forward looking statements inherently involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance and achievements to differ materially from any future results, performance or achievements. Relevant factors may include, but are not limited to, changes in commodity prices, foreign exchange fluctuations and general economic conditions, increased costs and demand for production inputs, the speculative nature of exploration and project development, including the risks of obtaining necessary licences and permits and diminishing quantities or grades of reserves, political and social risks, changes to the regulatory framework within which the company operates or may in the future operate, environmental conditions including extreme weather conditions, recruitment and retention of personnel, industrial relations issues and litigation.

Forward looking statements are based on the Company and its management’s good faith assumptions relating to the financial, market, regulatory and other relevant environments that will exist and affect the Company’s business and operations in the future. The Company does not give any assurance that the assumptions on which forward looking statements are based will prove to be correct, or that the Company’s business or operations will not be affected in any material manner by these or other factors not foreseen or foreseeable by the Company or management or beyond the Company’s control.

Although the Company attempts and has attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in forward looking statements, there may be other factors that could cause actual results, performance, achievements or events not to be as anticipated, estimated or intended, and many events are beyond the reasonable control of the Company. Accordingly, readers are cautioned not to place undue reliance on forward looking statements. Forward looking statements in these materials speak only at the date of issue. Subject to any continuing obligations under applicable law or any relevant stock exchange listing rules, in providing this information the company does not undertake any obligation to publicly update or revise any of the forward looking statements or to advise of any change in events, conditions or circumstances on which any such statement is based.

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