BLACK RIDGE MINING NL

ABN 48 083 274 024

NOTICE OF ANNUAL GENERAL MEETING including

EXPLANATORY STATEMENT and

PROXY FORM

DATE AND TIME OF MEETING

Tuesday, 15 November 2011 at 9.30am (Perth time)

The Function Room Subiaco Hotel 465 Hay Street Subiaco WA 6008

Notice of Annual General Meeting and Explanatory Memorandum

VENUE

The Annual General Meeting of the shareholders of Black Ridge Mining NL will be held at:

The Function Room Subiaco Hotel

465 Hay Street Commencing 9.30 am (Perth Time) Subiaco, WA, 6008 on Tuesday, 15 November 2011

HOW TO VOTE

You may vote by attending the meeting in person, by proxy or authorised representative.

VOTING IN PERSON

To vote in person, attend the meeting on the date and at the place set out above. The meeting will commence at 9.30am.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Annual General Meeting. Broadly, the changes mean that:

if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
if the proxy has 2 or more appointments that specify different ways to vote on the resolution the proxy must not vote on a show of hands; and
if the proxy is the chair of the meeting at which the resolution is voted on the proxy must vote on a poll, and must vote that way (i.e. as directed); and
if the proxy is not the chair the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
the appointed proxy is not the chair of the meeting; and
at the meeting, a poll is duly demanded on the resolution; and
either of the following applies:
- o the proxy is not recorded as attending the meeting;
- o the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

VOTING EXCLUSION

Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

SNAPSHOT DATE

In accordance with regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Directors have set a snapshot date to determine the identity of those entitled to attend and vote at the Meeting. The snapshot date is 9.30am (Perth time) on Sunday, 13 November 2011.

AGENDA

Business

Accounts and Reports

To receive the Financial Report of the Company for the financial year ended 30 June 2011 and the reports of the Directors and Auditors thereon.

Resolution 1 – Adoption of Remuneration Report

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:

"That, for the purposes of Section 250R(2) of the Corporations Act, the Remuneration Report as contained in the Directors Report for the year ended 30 June 2011 be adopted."

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.

However, a person described above may vote on this Resolution if:

(c) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and
(d) the vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above.

Resolution 2 – Re-Election of Director (Mr Angus Middleton)

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"In accordance with Clause 13.2 of the Constitution of the Company, Mr Angus Middleton retires by rotation and, being eligible, offers himself for re-election as a director of Black Ridge Mining NL".

Short Explanation: Under paragraph 13.2 of the Company's Constitution, one third of the directors of the Company, excluding the Managing Director, must retire by rotation, and if eligible they may offer themselves for re-election.

Voting Exclusions: There are no voting exclusions.

Resolution 3 – Appointment of Director (Mr Alan Winduss)

To consider and, if thought fit, to pass with or without amendment the following resolution as an ordinary resolution:

"That Mr Alan Winduss, who retires, having been appointed in accordance with clause 13.4 of the Company's Constitution as a director of the Company to fill a casual vacancy until the next general meeting and, being eligible offers himself for election, is hereby re-appointed a director of the Company".

Short Explanation: The Directors may at any time appoint a person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Any Director so appointed holds office only until the next following general meeting and is then eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Voting Exclusions: There are no voting exclusions.

Resolution 4 – Appointment of Director (Mr Vladimir Nikolaenko)

To consider and, if thought fit, to pass with or without amendment the following resolution as an ordinary resolution:

"That Mr Vladimir Nikolaenko, who retires, having been appointed in accordance with clause 13.4 of the Company's Constitution as a director of the Company to fill a casual vacancy until the next general meeting and, being eligible offers himself for election, is hereby re-appointed a director of the Company".

Voting Exclusions: There are no voting exclusions.

Resolution 5 - Placement Authority – Shares

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 7.1 of the Listing Rules of ASX Limited and for all other purposes, approval is given for the Company to issue and allot at the Directors' discretion up to a maximum of 150,000,000 fully paid ordinary Shares in the capital of the Company on the terms and conditions set out in the Explanatory Statement accompanying this Notice."

Short Explanation: Listing Rule 7.1 of ASX Limited ("ASX") provide that a listed entity may not issue securities in any twelve month period which, when aggregated with the number of fully paid Shares on issue, exceeds 15 per cent of the number of fully paid Shares on issue at the beginning of the twelve month period, except with the prior approval of shareholders of the Company in general meeting, of the precise terms and conditions of the proposed issue.

The securities proposed to be issued pursuant to Resolution 5 of the Notice exceed the 15% threshold referred to above and, accordingly, shareholder approval is sought for the issue.

Voting Exclusions: The Company will disregard any votes cast on this resolution by a person who might participate in this issue and any person who may obtain a benefit, except a benefit solely in the capacity of a share holder if the resolution is passed, and any associate of those persons. However, the entity need not disregard a vote if:

It is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
It is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides

Resolution 6 – Appointment of Auditor

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, pursuant to Section 327B of the Corporations Act, Rothsay Chartered Accountants being qualified to act as auditor of the Company and having consented to act as auditor of the Company be appointed as the auditor of the Company, and that the Directors be authorised to agree their remuneration".

Voting Exclusions: There are no voting exclusions.

DATED THIS 14th DAY OF OCTOBER 2011

BY ORDER OF THE BOARD

DAVID SEMMENS COMPANY SECRETARY

EXPLANATORY MEMORANDUM

This Explanatory Memorandum forms part of a Notice of Meeting convening the Annual General Meeting ("the Meeting") of shareholders of Black Ridge Mining NL ("Black Ridge" or the "Company") to be held at The Function Room, Subiaco Hotel, 465 Hay Street, Subiaco, WA, 6008, on Tuesday, 15 November 2011 at 9.30am (Perth time). This Memorandum is to be read in conjunction with the Notice of Meeting.

1. Financial Statements and Reports

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2011 together with the declaration of the directors, the directors' report, the remuneration report and the auditor's report.

The Company will not provide a hard copy of the Company's annual financial report to Shareholders unless specifically requested to do so. The Company's annual financial report is available on its website at www.blackridgemining.com.

2. Resolution 1 – Adoption of Remuneration Report

General

The Corporations Act requires that at a listed company's annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company.

Under recent changes to the Corporations Act which came into effect on 1 July 2011, if at least 25% of the votes cast on Resolution 1 are voted against adoption of the Remuneration Report at the Annual General Meeting, and then again at the Company's 2012 annual general meeting, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of directors of the Company (Spill Resolution).

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the [extraordinary] general meeting (Spill Meeting) within 90 days of the Company's 2012 annual general meeting. All of the Directors who were in office when the Company's 2012 Directors' report was approved, other than the managing director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as Directors is approved will be the Directors of the Company.

The remuneration report sets out the Company's remuneration arrangements for the Directors and senior management of the Company. The remuneration report is part of the Directors' report contained in the annual financial report of the Company for the financial year ending 30 June 2011.

A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.

Proxy Restrictions

Pursuant to the Corporations Act, if you elect to appoint the Chair, or another member of Key Management Personnel whose remuneration details are included in the Remuneration Report or any Closely Related Party of that member as your proxy to vote on this Resolution 1, you must direct the proxy how they are to vote. Where you do not direct the Chair, or another member of Key Management Personnel whose remuneration details are included in the Remuneration Report or Closely Related Party of that member on how to vote on this Resolution 1, the proxy is prevented by the Corporations Act from exercising your vote and your vote will not be counted in relation to this Resolution 1.

Definitions

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

Closely Related Party of a member of the Key Management Personnel means:

(a) a spouse or child of the member;
(b) a child of the member's spouse;
(c) a dependent of the member or the member's spouse;
(d) anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth).

Remuneration Report means the remuneration report set out in the Director's report section of the Company's annual financial report for the year ended 30 June 2011.

3. Resolution 2 – Re - Election of Director

Re-election of Mr Angus Middleton as a Director.

Clause 13.2 of the Company's Constitution provides that at each Annual General Meeting, one third of the Directors must retire. A retiring Director is eligible for re-election.

Appointed 1 January 2009, Mr Middleton is a director of SA Capital Pty Ltd and the Managing Director of SA Capital Funds Management Limited, the manager of the SACFM No. 1 Fund. Prior to becoming a funds manager he was a stockbroker for 25 years and a member of the Adelaide Stock Exchange and then the Australian Securities Exchange. SA Capital provides corporate advisory services to a range of companies in raising equity in the form of venture capital, seed capital, pre-initial public offerings and initial public offerings and also acts as an underwriter for issues of equity. He is also a non-executive director of ASX listed Magna Mining NL, Rubianna Resources Limited and Hillcrest Litigation Services Limited

Resolution 2 seeks to confirm the re-election of Mr Middleton as a Director of the Company. The Board supports the re-election of Mr Middleton.

4. Resolution 3 – Appointment of Director

Re-appointment of Mr. Alan Winduss as a Director.

Clause 13.4 of the Company's Constitution provides that the existing Directors may appoint a person as a Director of the Company to fill a casual vacancy. That person appointed, holds office until the next Annual General Meeting.

Mr Winduss is a director of Winduss & Associates Pty Ltd, Chartered Accountants, and has been involved in professional accounting in public practice for over 25 years, specialising in corporate management, finance, capital raising, restructuring and corporate governance matters including ASX and ASIC compliance. He has extensive experience in advising companies operating in the mining exploration sector. He is a non-executive director of Singapore and ASX listed United Overseas Australia Ltd, Chairman of ASX listed Quest Minerals Limited, a non-executive director of ASX listed Advanced Share Registry Services Ltd and Magna Mining NL, a non executive director of Bursa Malaysia listed UOA Real Estate Investment Trust Bhd. He is a Fellow of the Australian Institute of Company Directors, a Fellow of the Taxation Institute of Australia, an Associate Fellow of the Australian Institute of Management and a registered company auditor.

Resolution 3 seeks to confirm the appointment of Mr Winduss as a Director of the Company. The Board supports the appointment of Mr Winduss.

5. Resolution 4 – Appointment of Director

Re-appointment of Mr. Vladimir Nikolaenko as a Director.

Mr Nikolaenko has over 30 years of commercial experience in exploration, project evaluation, development and operations, predominantly focused in the base metals, gold and diamond sectors. He has a depth of management and corporate expertise in the operation of public companies and has held the position of managing director of four public companies over a period of more than 20 years involved in exploration and production, property development and technology.

Resolution 4 seeks to confirm the appointment of Mr Nikolaenko as a Director of the Company. The Board supports the appointment of Mr Nikolaenko.

6. Resolution 5 – Placement authority - Shares

Background

Resolution 5 seeks the approval of Shareholders to enable the Directors, at any time during the three months after the Annual General Meeting, to issue up to 150,000,000 Shares in the Company for the purpose of raising additional funds for the Company.

The purpose of the issue will be to fund the Company's ongoing working capital requirements of the Company's operations, fund the evaluation and acquisition of new opportunities, fund the corporate and administrative activities of the Company, and meet the costs of the issue.

The Shares to be issued will rank equally in all respects with the Company's existing issued Shares. The Shares to be issued will have a diluting effect on the issued capital of the Company.

Listing Rule Requirements

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

The securities proposed to be issued pursuant to Resolution 5 of the Notice exceed the 15% threshold referred to above and, accordingly, shareholder approval is sought for the issue.

The effect of Resolution 5 will be to allow the Directors to issue the Shares pursuant to the Placement during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity.

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Placement:

(a) the maximum number of Shares to be issued is 150,000,000 Shares;
(b) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur progressively throughout the 3 month period;
(c) the issue price will be not less than 80% of the average market price for Shares calculated over the 5 days on which sales in the Shares are recorded before the day on which the issue is made or, if there is a prospectus, over the last 5 days on which sales in the securities were recorded before the date the prospectus is signed;
(d) the Shares will be allotted and issued to investors who qualify under Section 708 of the Corporations Act to receive Shares without the need for the Company to issue a disclosure document. None of these subscribers will be related parties of the Company;
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares; and
(f) the Company intends to use the funds raised from the Placement towards the Company's ongoing working capital requirements of the Company's operations, fund the evaluation and acquisition of new opportunities, fund the corporate and administrative activities of the Company, and meet the costs of the issue in the proportions outlined below:

Proposed Area of Application	ProposedAllocation (%)
Ongoing exploration & evaluation programmes	40%
Evaluation and acquisition of new opportunities	25%
Corporate and administrative activities	15%
Working capital	15%
Costs of the Issue	5%
Total	100%

7. Resolution 6 – Appointment of Auditor

Background

Under section 327B of the Corporations Act, a Company must appoint an auditor to fill any vacancy in the office of auditor at any annual general meeting where a vacancy in the office of auditor occurs.

During the past year, the Company's previous auditor, K Westaway & Associates, resigned as auditor of the Company, and pursuant to Section 327C of the Corporations Act, the Company appointed Rothsay Chartered Accountants as the auditor to fill the casual vacancy.

Pursuant to the Corporations Act, the appointment of Rothsay Chartered Accountants to fill that casual vacancy ends at the Annual General Meeting, and they must be re-appointed as the auditor at the Annual General Meeting.

Rothsay Chartered Accountants has consented to continue to act as auditor of the Company.

K. Westaway & Associates has been the auditor of the Company for a number of years, and the Directors would like to thank them publicly for their work over the past years.

8. Enquiries

Shareholders are invited to contact the Company Secretary on (08) 9322 7822 if they have any queries in respect of the matters set out in these documents.

"Auditor Nomination"

6 October 2011 Monacan Nominees Pty Ltd Suite 33 / 44 Kings Park Road WEST PERTH WA 6005

The Directors Black Ridge Mining NL Level 1 47 Ord Street WEST PERTH WA 6005

Nomination of Auditor

Dear Sirs,

Pursuant to section 328B(1) of the Corporations Act 2001 (Cth), Monacan Nominees Pty Ltd, being a shareholder of Black Ridge Mining NL (Company), hereby nominate Rothsay Chartered Accountants for appointment as auditor of the Company at the Annual General Meeting of the Company to be held on or about 15 November 2011.

Yours faithfully

___________________ Director Monacan Nominees Pty Ltd

GLOSSARY

ASX means ASX Limited. Board means the board of directors of the Company. Company and Black Ridge means Black Ridge Mining NL (ABN 48 083 274 024). Constitution means the Company's constitution. Corporations Act means the Corporations Act 2001 (Cth). Directors means the current directors of the Company. Explanatory Memorandum means the explanatory memorandum accompanying the Notice. General Meeting means the meeting convened by the Notice. Listing Rule means a Listing Rule of the ASX. Notice means the Notice of Meeting accompanying this Memorandum. Schedule means a schedule of this Notice and Explanatory Memorandum. Share means a fully paid ordinary share in the capital of the Company.

PROXY FORM

APPOINTMENT OF PROXY BLACK RIDGE MINING NL ACN 083 274 024

ANNUAL GENERAL MEETING

I/We
of
Appoint	being a member of Black Ridge Mining NL entitled to attend and vote at the Annual General Meeting, hereby
	Name of proxy
OR	the Chair of the Annual General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the Annual General Meeting, or the Chair's nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Annual General Meeting to be held at 9.30am (WST), on Tuesday,15 November 2011 at The Function Room, Subiaco Hotel, 465 Hay Street, Subiaco, Western Australia, 6008, and at any adjournment thereof.

Important for Resolution 1: If the Chair of the Meeting or any member of the Key Management Personnel of the Company whose remuneration details are included in the Remuneration Report or a Closely Related Party of that member is your proxy and you have not directed the proxy to vote on Resolution 1, the proxy will be prevented from casting your votes on Resolution 1. If the Chair, another member of the Key Management Personnel of the Company whose remuneration details are included in the Remuneration Report or Closely Related Party of that member is your proxy, in order for your votes to be counted on Resolution 1, you must direct your proxy how to vote on Resolution 1."

If no directions are given, the Chair will vote in favour of all the Resolutions in which the Chair is entitled to vote undirected proxies.

Voting on Business of the Annual General Meeting

	FOR	AGAINST	ABSTAIN
Resolution 1 – Adoption of Remuneration Report
Resolution 2 – Re-Election of Director (Mr Angus Middleton)
Resolution 3 – Appointment of Director (Mr Alan Winduss)
Resolution 4 – Appointment of Director (Mr Vladimir Nikolaenko)
Resolution 5 – Placement Authority - Shares
Resolution 6 – Appointment of Auditor

Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is

Signature of Member(s):		Date: ______________________
Individual or Member 1	Member 2	Member 3
Sole Director/Company Secretary	Director	Director/Company Secretary
	Contact Name: ______________________________________ Contact Ph (daytime): ______________________________