QX RESOURCES LIMITED — Share Issue/Capital Change 2012

May 14, 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	issue)	Options (pursuant to 1:2 loyalty option

• 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

38,656,250

Refer to Appendix A

Exercisable at $0.20 on or before 7 May 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 SharesHeldandoptionsissued to lead managerpursuant to mandate
7	+securitiesDatesofenteringinto uncertificated holdings ordespatch of certificates	10May2012
		Number	+Class
8	+classNumberandofall+securitiesquotedonASX(includingthesecuritiesinclause 2 if applicable)	37,837,50138,656,250	FullypaidordinarysharesOptions ($0.20; 7 May
			2015)

		Number+Class
9	+classNumberandofall	21,000,000	Ordinaryfullypaidshares
	+securities not quoted on ASX		subjecttoescrowexpiring
	(includingthesecuritiesin		6February 2013
	clause 2 if applicable)
			Ordinaryfullypaidshares
		4,000,000	subjectescrowexpiring
			20February 2014
			Performance shares subject to
		20,000,000	12monthsescrowexpiring6February 2013(convertible to
			ordinary shares on a 1:1 ratio on
			satisfactionofperformance
			milestones).
			Performance shares subject to
			escrow expiring 20 February
		5,000,000	2014 (convertible to ordinary
			sharesona1:1ratioon
			satisfactionofperformance
			milestones).
		2,475,000,	Ordinaryfullypaidsharessubjecttoescrowexpiring
			17February 2013
		2,000,000	Unlistedoptions($0.30;
			14November 2015)subject to
			escrowexpiring17February
			2013
		Note – performance milestones for Performance
		Shares:
		(a) the Company completing exploration anddevelopment 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
• 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

the Performance Shares.

N/A

+ See chapter 19 for defined terms.

Part 2 - Bonus issue or pro rata issue

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 who	Australian and New Zealand shareholders
	willnotbesentnewissuedocuments	to 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
23	Fee or commission payable to thebroker to the issue	3,500,000 listed options ($0.20; 7May 2015)

+ See chapter 19 for defined terms.

• See chapter 19 for defined terms.

exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable)

and the terms entitle option holders to participate on

29 Date rights trading will end (if applicable) N/A

25 If the issue is contingent on +security holders' approval, the

26 Date entitlement and acceptance form and prospectus or Product

date of the meeting

to persons entitled

• 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? N/A
• 32 How do +security holders dispose of their entitlements (except by sale through a broker)?

33 +Despatch date 18 April 2012

N/A

N/A

13 April 2012

3 April 2012

N/A

27 If the entity has issued options,

Disclosure Statement will be sent

24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders N/A

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)	15 May2012Date:
Print name:	PeterLandau
	== == == == ==

+ 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.