SUREFIRE RESOURCES NL — Capital/Financing Update 2011

May 15, 2011

BLACK RIDGE MINING NL ACN 083 274 024

ENTITLEMENT ISSUE PROSPECTUS

For a pro-rata non-renounceable rights issue of approximately 150,894,590 New Shares on the basis of one (1) Share for every four (4) Shares held by Shareholders on the Record Date at an issue price of $0.01 per Share to raise approximately $1,508,946 together with one (1) Free Attaching Option for each Share issued. If a Free Attaching Option is exercised within four (4) months from the date of grant, the Free Attaching Optionholder is entitled to receive a Secondary Option (Offer).

The Offer is fully underwritten by Natwest Securities Limited. Refer to Section 8.2 for details regarding the terms of the Underwriting Agreement.

IMPORTANT NOTICE

This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the Securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.

The Securities offered by this Prospectus should be considered as speculative.

1.	SUMMARY OF IMPORTANT DATES AND IMPORTANT NOTES 2
2.	CORPORATE DIRECTORY 6
3.	CHAIRMAN'S LETTER 7
4.	DETAILS OF THE OFFER 8
5.	PURPOSE AND EFFECT OF THE OFFER 13
6.	RIGHTS AND LIABILITIES ATTACHING TO THE SHARES AND OPTIONS 16
7.	RISK FACTORS 21
8.	ADDITIONAL INFORMATION 25
9.	AUTHORITY OF DIRECTORS 34
10.	DEFINITIONS 35

1. SUMMARY OF IMPORTANT DATES AND IMPORTANT NOTES

TIMETABLE AND IMPORTANT DATES*

Announcement of Entitlements Issue	21 April 2011
Lodgement of Prospectus and Appendix 3B with ASIC anddespatch of letter to Optionholders	16 May 2011
Notice sent to Shareholders	18 May 2011
Ex Date	19 May 2011
Record Date for determining Shareholder entitlements	25 May 2011
Prospectus despatched to Shareholders and announcement thatdespatch has been completed.	31 May 2011
Closing Date of Offer	15 June 2011
Securities quoted on a deferred settlement basis	16 June 2011
Notify ASX and Underwriter of under-subscriptions	20 June 2011
Despatch date/Shares and Options entered into shareholderssecurity holdings	23 June 2011
Trading of New Shares and Free Attaching Options issuedpursuant to the Offer expected to commence on ASX	24 June 2011

* These dates are indicative only and subject to change. The Company reserves the right, subject to the Corporations Act, the ASX Listing Rules and other applicable laws, to vary the dates of the Offer, including, but not limited to, extending the Closing Date or accepting late applications, either generally or in particular cases, without notifying you. You are encouraged to submit your application as soon as possible. Any extension of the Closing Date will have a consequential effect on the date of the issue of the Shares and Options. The Offer does not require the approval of Shareholders.

IMPORTANT NOTES

Shareholders should read this document in its entirety and, if in doubt, should consult their professional advisors.

This Prospectus is dated 16 May 2011 and a copy of this Prospectus was lodged with the ASIC and ASX on that date. The ASIC and ASX take no responsibility for the content of this Prospectus.

The expiry date of this Prospectus is that date which is 13 months after the date of this Prospectus (Expiry Date). No Shares or Options will be allotted or issued on the basis of this Prospectus after the Expiry Date.

Applications for New Shares and Free Attaching Options offered pursuant to this Prospectus can only be submitted on an original Entitlement and Acceptance Form which accompanies this Prospectus.

No person is authorised to give information or to make any representation in connection with this Prospectus which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus.

In making representations in this Prospectus regard has been given to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. No action has been taken to register or qualify the New Shares and Free Attaching Options the subject of this Prospectus or otherwise permit a public offering of the New Shares and Free Attaching Options the subject of this Offer Document in any jurisdiction outside Australia.

It is the responsibility of Applicants outside Australia to obtain all necessary approvals for the allotment and issue of the New Shares and Free Attaching Options pursuant to this Prospectus. The return of a completed Entitlement and Acceptance Form will be taken by the Company to constitute a representation and warranty by the Applicant that all relevant approvals have been obtained.

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.

The Offer to New Zealand investors is being made pursuant to the Securities Act (Overseas Companies) Exemption Notice 2002.

RISK FACTORS

The Directors are of the view that the New Shares and Free Attaching Options offered under this Prospectus should be considered speculative because of the nature of the Company's business and that an investment in the Company is subject to a number of risks. Set out below is a summary of some of the risk factors which should be considered before subscribing for New Shares and Free Attaching Options under this Prospectus. This list is not exhaustive and potential Applicants should examine the contents of this Prospectus and consult their professional advisers before deciding whether to apply for Shares.

Full details of the risks summarised below are set out in Section 7 of this Prospectus.

Exploration Success

The mineral tenements of the Company are at various stages of exploration, and potential investors should understand that mineral exploration and development are high-risk undertakings. There can be no assurance that exploration of these tenements, or any other tenements that may be acquired in the future, will result in the discovery of an economic ore deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

Operating Risks

The operations of the Company may be affected by various factors, including failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration and mining, operational and technical difficulties encountered in mining, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

Title Risk and Native Title

Interests in tenements in Australia are governed by the respective State legislation and are evidenced by the granting of licences or leases. Each licence or lease is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, the Company could lose title to or its interest in tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments.

It is also possible that, in relation to tenements which the Company has an interest in or will in the future acquire such an interest, there may be areas over which legitimate common law native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of the Company to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected.

The Directors will closely monitor the potential effect of native title claims involving tenements in which the Company has or may have an interest.

Reliance on Key Personnel

The Company's operations rely on its ability to source and retain skilled personnel, contractors, materials and supplies.

Lack of technical and qualified persons

The Company continues with its endeavours to engage the services of an appropriately qualified person having the necessary technical and geological expertise. Notwithstanding, the Company has access to a range of technical consultants who advise the Company in relation to its ongoing and proposed operations.

General Risks

The Company's operations are also subject to various general risks including, commodity price volatility, title risk, economic risks, market conditions, competition risk, reliance on key management and additional requirements for capital.

Other

The above list of risks is not exhaustive. Other risks associated with an investment in the Company are set out in Section 7 of this Prospectus. Prospective investors should read the entire Prospectus before applying for New Shares and Free Attaching Options under the Offer.

ELECTRONIC PROSPECTUS

Any person accessing the electronic version of this Prospectus for the purpose of making an investment in the Company must be an Australian resident and must only access this Prospectus from within Australia.

The Corporations Act prohibits any person passing onto another person an Entitlement and Acceptance Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. Any person may obtain a hard copy of this Prospectus free of charge by contacting the Company.

2. CORPORATE DIRECTORY

Directors

Mr Alan Winduss Non- Executive Chairman

Mr Angus Middleton Non-Executive Director

Mr Vladimir Nikolaenko Non- Executive Director

Company Secretary

Mr David Semmens

Registered Office

WEST PERTH WA 6005

General Enquiries:

Level 1 47 Ord Street

Underwriter

Natwest Securities Limited Tiara Libuan Jalan Tanjung Batu 87000 F.T. LABUAN MALAYSIA

Share Registry*

Advanced Share Registry Ltd 150 Stirling Highway NEDLANDS WA 6009

Telephone: (+618) 9389 8033 Facsimile: (+618) 9323 2033

Solicitors

Steinepreis Paganin Lawyers and Consultants Level 4, The Read Buildings 16 Milligan Street PERTH WA 6000

Telephone: (08) 9322 7822 Facsimile: (08) 9322 7823 Web: www.blackridgemining.com ASX Code: BRD ACN: 083 274 024

Auditor*

Rothsay Chartered Accountants 96 Parry Street PERTH WA 6000

Telephone: (+618) 9227 0552

* These parties are included for information purposes only. They have not been involved in the preparation of this Prospectus.

3. CHAIRMAN'S LETTER

Dear Shareholder,

On behalf of the Board of Black Ridge Mining, I am pleased to invite you to participate in the pro-rata non-renounceable rights issue of approximately 150,894,590 New Shares on the basis of one (1) New Share for every four (4) Shares held by Shareholders on the Record Date at an issue price of $0.01 per New Share to raise approximately $1,508,946 together with one (1) Free Attaching Option for each New Share issued. If a Free Attaching Option is exercised within four (4) months from the date of grant, the Free Attaching Optionholder is entitled to receive a Secondary Option (Offer). The Offer provides you with the opportunity to increase your investment in the Company and to further participate in the continued growth of the Company.

All Shareholders registered as at 5:00pm (WST) on 25 May 2011 (Record Date) will be entitled to participate in the Offer.

The Closing Date for acceptances of the Offer is 5:00pm (WST) on 15 June 2011.

The Offer is fully underwritten by Natwest Securities Limited and any New Shares and Free Attaching Options not taken up by Shareholders pursuant to the Offer will be allocated to the Underwriter (to a maximum of the total number of Shares on issue in the Company on the Record Date). The underwriting of the Offer is on standard terms and conditions. A summary of the material terms of the Underwriting Agreement is set out in Section 8.2 of this Prospectus.

The table set out in Section 8.4 summarises the Directors interests in Securities at the date of this Prospectus.

The Offer is being undertaken to provide funds for the Company to pursue exploration at its Unaly Hill magnetite vanadium project in the Midwest of Western Australia, fund the evaluation and acquisition of new opportunities and to provide working capital.

If you have any questions in respect of the Offer, please call Mr David Semmens, the Company Secretary on +61 8 9322 7822 between 8:30am and 5:00pm (WST) Monday to Friday before the Closing Date or, alternatively, consult your stockbroker, accountant or other professional advisor.

On behalf of the Board of Black Ridge Mining, I thank you for your past support of the Company and I invite you to consider this investment opportunity and look forward to your continuing support of the Company.

Yours sincerely,

Alan Winduss Chairman Black Ridge Mining NL

4. DETAILS OF THE OFFER

4.1 Offer

By this Prospectus, the Company offers for subscription approximately 150,894,590 New Shares pursuant to a pro-rata non-renounceable entitlement issue to Shareholders of one (1) New Share for every four (4) Shares held by Shareholders on the Record Date at an issue price of $0.01 per New Share together with one (1) Free Attaching Option for each share issued. In the event a Free Attaching Option is exercised within four (4) months from the date of grant, a Secondary Option will be issued for no further consideration.

Based on the capital structure of the Company (and assuming no existing Options are exercised prior to the Record Date), the maximum number of New Shares to be issued pursuant to the Offer is approximately 150,894,590. The Offer will raise approximately $1,508,946 before costs. The purpose of the Offer and the use of funds raised are set out in Section 5 of this Prospectus.

Holders of existing Options will not be entitled to participate in the Offer. The Company currently has 10.500,000 Options on issue as at the date of this Prospectus. The Options may be exercised by the Optionholder prior to the Record Date in order to participate in the Offer.

4.2 How to Accept the Offer

Your acceptance of the Offer must be made on the Entitlement and Acceptance Form accompanying this Prospectus. Your acceptance must not exceed your Entitlement as shown on that form. If it does, your acceptance will be deemed to be for the maximum Entitlement. Applications for the Shortfall should be made on the Shortfall Application Form (refer to Section 4.5 below for further information on the Shortfall Offer).

You may participate in the Offer as follows:

• (a) if you wish to accept your Entitlement in full:
  • (i) complete the Entitlement and Acceptance Form, filling in the details in the spaces provided; and
  • (ii) attach your cheque for the amount indicated on the Entitlement and Acceptance Form or pay via Bpay by following the instructions set out on the Entitlement and Acceptance Form; or
• (b) if you only wish to accept part of your Entitlement:
  • (iii) fill in the number of New Shares you wish to accept in the space provided on the Entitlement and Acceptance Form; and
  • (iv) attach your cheque for the appropriate application monies (at $0.01 per Share) or pay via Bpay by following the instructions set out on the Entitlement and Acceptance Form; or
• (c) if you do not wish to accept all or part of your Entitlement, you are not obliged to do anything.

All cheques must be drawn on an Australian bank or bank draft made payable in Australian currency to "Black Ridge Mining NL – Share Placement Account" and crossed "Not Negotiable".

Your completed Entitlement and Acceptance Form and cheque must reach the Share Registry no later than 5.00pm WST on the Closing Date. Alternatively, Applicants may pay via BPAY by following the instructions set out on the Entitlement and Acceptance Form (Applicants should ensure they include their reference number if paying by BPAY).

The Offer is non-renounceable. Accordingly, a Shareholder may not sell or transfer all or part of their Entitlement.

4.3 Minimum Subscription

The minimum subscription in respect of the Offer is $1,508,945.90 (being the full subscription).

4.4 Underwriting

The Offer is fully underwritten by Natwest Securities Limited.

Refer to Sections 8.2 and 8.3 of this Prospectus for further details concerning the terms and potential effect of the underwriting.

4.5 Shortfall Offer

Any Entitlement not taken up pursuant to the Offer will form the Shortfall and will be dealt with in accordance with the Underwriting Agreement. Accordingly, Shareholders should not apply for the Shortfall unless directed to do so by the Underwriter.

The offer of any Shortfall Shares and Options is a separate offer made pursuant to this Prospectus and will remain open after the Closing Date. The issue price of any Shortfall Shares shall be $0.01 together with one (1) new free Option being the price and terms at which the Entitlement has been offered to Shareholders pursuant to this Prospectus.

4.6 Entitlement and Acceptance Form and Shortfall Application Forms are binding

A completed and lodged Entitlement and Acceptance Form or Shortfall Application Form, together with the application monies for the number of New Shares and Free Attaching Options applied for, cannot be withdrawn and constitutes a binding application for the number of Shares and Options specified in the Entitlement and Acceptance Form or Shortfall Application Form on the terms set out in this Prospectus. The Entitlement and Acceptance Form and Shortfall Application Form do not need to be signed to be binding.

If the Entitlement and Acceptance or Shortfall Application Form is not completed correctly, the Company, in its absolute discretion, can reject it or treat it as valid. The Company's decision as to whether to accept or reject an Entitlement and Acceptance Form or Shortfall Application Form or how to construe, amend or complete it is final.

4.7 Rights and liabilities attaching to Shares issued under the Offers

All Shares issued pursuant to the Offer will, from the time they are issued, rank pari passu with all the Company's existing Shares. The rights and liabilities attaching to Shares issued under the Offer are set out in Section 6 of this Prospectus.

4.8 ASX Listing

Application for official quotation by ASX of the New Shares and Free Attaching Options offered pursuant to this Prospectus will be made within 7 days after the date of this Prospectus. If approval is not obtained from ASX before the expiration of 3 months after the date of issue of this Prospectus, (or such period as modified by the ASIC), the Company will not issue any New Shares and Free Attaching Options and will repay all application monies for the Securities within the time prescribed under the Corporations Act, without interest.

The fact that ASX may grant official quotation to the New Shares and Free Attaching Options is not to be taken in any way as an indication of the merits of the Company or the Securities now offered for subscription.

4.9 Allotment of Shares and Options

Shares and Options issued pursuant to the Offer will be allotted as soon as practicable after the Closing Date. The Company will allot the Shares and Options on the basis of a Shareholder's Entitlement. Where the number of Shares and Options issued is less than the number applied for, or where no allotment is made, surplus application monies will be refunded without any interest to the applicant as soon as practicable after the Closing Date.

Pending the allotment and issue of the Shares and Options or payment of refunds pursuant to this Prospectus, all application monies will be held by the Company in trust for the Applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest.

4.10 Overseas Shareholders

The distribution of this Prospectus in jurisdictions outside Australia and New Zealand may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. No action has been taken to register or qualify these Shares and Options the subject of this Prospectus or otherwise permit a public offering of the Shares and Options the subject of this Prospectus in any jurisdiction outside Australia.

It is the responsibility of applicants outside Australia to obtain all necessary approvals for the allotment and issue of the Shares and Options pursuant to this Prospectus. The return of a completed Entitlement and Acceptance Form will be taken by the Company to constitute a representation and warranty by the Applicant that all relevant approvals have been obtained.

4.11 Taxation Implications

The Directors do not consider that it is appropriate to give Applicants advice regarding the taxation consequences of applying for Shares and Options under this Prospectus, as it is not possible to provide a comprehensive summary of the possible taxation consequences. The Company, its advisers and officers, do not accept any responsibility or liability for any taxation consequences to Applicants. Potential Applicants should, therefore, consult their own professional tax adviser in connection with the taxation implications of the Shares offered pursuant to this Prospectus.

4.12 Clearing House Electronic Sub-Register System (CHESS) and Issuer Sponsorship

The Company will not be issuing share certificates. The Company will apply to ASX to participate in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Because the sub-registers are electronic, ownership of securities can be transferred without having to rely upon paper documentation.

Electronic registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with a statement (similar to a bank account statement) that sets out the number of Shares and Options allotted to them under this Prospectus. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

4.13 Privacy Act

If you complete an application for Shares and Options, you will be providing personal information to the Company (directly or by the Company's share registry). The Company collects, holds and will use that information to assess your application, service your needs as a Shareholder, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your Securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company's share registry.

You can access, correct and update the personal information that we hold about you. Please contact the Company or its share registry if you wish to do so at the relevant contact numbers set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASTC Settlement Rules. You should note that if you do not provide the information required on the application for Shares, the Company may not be able to accept or process your application.

4.14 Withdrawal of Offer

The Company reserves the right not to proceed with the Offer at any time before the issue of the Shares and Options to Qualifying Shareholders. If the Offer does not proceed, the Company will return all application monies, without interest, as soon as practicable after giving notice of its withdrawal.

4.15 Enquiries

Shareholders with queries in relation to the Offer may contact the Company Secretary, David Semmens, on +61 8 9322 7822.

5. PURPOSE AND EFFECT OF THE OFFER

5.1 Purpose of the Offer

The purpose of the Offer is to raise approximately $1,508,946 (before expenses). The proceeds of the Offer are planned to be used in accordance with the table set out below:

Proceeds of the Offer	$
Ongoing explorationandevaluationoftheUnalyHillmagnetite vanadium project in the midwest of WesternAustralia1	700,000
Evaluation and potential acquisition of new projects2	400,000
Working capital	295,619
Expenses of the Offer3	113,326
Total	1,508,945

Notes:

• 1. Exploration activities at Unaly Hill will consist of an initial reverse circulation drilling program of 3,000m at a cost of $300,000. Following evaluation of these results it is planned to follow up with a second program consisting of approximately 4,500m of RC drilling at a cost of $300,000. Metallurgical test work and scoping studies into development opportunities at the project are planned at a cost of $100,000.
• 1. As previously announced to the market on 19 April 2011, a Heads of Agreement has been entered into to carry out due diligence on the Durminskoe gold and silver project located in Kharbarovski Krai in Far East Russia. The project has already had substantial exploration and technical assessment carried out to date. Environmental, hydrological and financial studies have also been completed. During the due diligence period, other areas and known zones of gold mineralisation within the proximity will also be assessed. These due diligence and potential other works within the proximity of the Durminskoe project are expected to cost$150,000.
• 1. Refer to Section 8.7 of this Prospectus for further details relating to the estimated expenses of the Offer.

5.2 Effect of the Offer and Pro Forma Consolidated Balance Sheet

The principal effect of the Offer will be to:

• (a) increase the cash reserves by approximately $1,395,619 immediately after completion of the Offer after deducting the estimated expenses of the Offer;
• (b) increase the number of Shares on issue from 603,578,361 to approximately 754,472,951 Shares following completion of the Offer; and
• (c) increase the number of Options on issue from 10,500,000 prior to the date of this Prospectus to approximately 161,407,090 following completion of the Offer. If an Option is exercised such that a Secondary

Option is also issued, then the total number of Options on issue will remain the same.

5.3 Consolidated Balance Sheet

The unaudited Balance Sheet as at 31 March 2011 and the unaudited Pro Forma Balance Sheet as at 31 March 2011 shown on the following page have been prepared on the basis the accounting policies normally adopted by the Company and reflect the changes to its financial position. They have been prepared on the assumption that all Shares pursuant to the Offer in this Prospectus are issued.

The unaudited Balance Sheets have been prepared to provide Shareholders with information on the assets and liabilities of the Company and pro-forma assets and liabilities of the Company as noted below. The historical and proforma financial information is presented in an abbreviated form, insofar as it does not include all of the disclosures required by Australian Accounting Standards applicable to annual financial statements.

Consolidated Balance Sheet and Pro Forma Balance Sheet as at 31 March 2011

	UnauditedAs at 31 March 2011	Unaudited ProformaAs at 31 March 2011
Current Assets
Cash and cash equivalents	713,158	2,108,777
Trade and other receivables	21,484	21,484
	734,642	2,130,261
Non Current Assets
Exploration properties	147,068	147,068
Plant and equipment	17,711	17,711
	164,779	164,779
TOTAL ASSETS	899,421	2,295,040
Current Liabilities
Trade and other payables	125,215	125,215
Short term provisions	0	0
TOTAL LIABILITIES	125,215	125,215
NET ASSETS	774,206	2,169,825
SHAREHOLDER EQUITY
Contributed equity	18,857,432	20,253,051
Reserves	236,750	236,750
Retained losses	(18,319,976)	(18,319,976)
TOTAL SHAREHOLDER EQUITY	774,206	2,169,825

Notes to the Pro-forma Balance Sheet

The pro-forma balance sheet has been prepared to reflect the financial position of the Company as if completion of the Offer had occurred at 31 March 2011.

5.4 Effect on Capital Structure

A comparative table of changes in the capital structure of the Company as a consequence of the Offer is set out below, assuming that the Offer is fully subscribed and no Options are exercised prior to the Record Date.

Shares

	Number
Shares on issue and agreed to be issued at date ofProspectus	603,578,361
Shares offered pursuant to the Offer	150,894,590
Total Shares on issue after completion of the Offer	754,472,951

Options

	Number
Unquoted exercisable at $0.10 on or before 31 December2011	10,500,000
Free Attaching Options offered pursuant to the Offer	150,894,590
Total Options on issue after completion of the Offer	161,394,5901

Notes:

1. If an Option is exercised such that a Secondary Option is also issued, then the total number of Options on issue will remain the same.

6. RIGHTS AND LIABILITIES ATTACHING TO THE SHARES AND OPTIONS

6.1 Terms of Shares

The following is a summary of the more significant rights and liabilities attaching to Shares to be issued pursuant to this Prospectus. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

Full details of the rights and liabilities attaching to Shares are set out in the Company's Constitution, a copy of which is available for inspection at the Company's registered office during normal business hours.

(a) General Meetings

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

Shareholders may requisition meetings in accordance with Section 249D of the Corporations Act and the Constitution of the Company.

(b) Voting Rights

Subject to any rights or restrictions for the time being attached to any class or classes of Shares, at general meetings of Shareholders or classes of Shareholders:

• (i) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;
• (ii) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and
• (iii) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for each Share held, but in respect of partly paid shares shall have a fraction of a vote equivalent to the proportion which the amount paid up bears to the total issue price for the share.

(c) Dividend Rights

The Directors may from time to time declare and pay or credit a dividend in accordance with the Corporations Act. Subject to any special right as to dividends attaching to a share, all dividends will be declared and paid according to the proportion which the amount paid on the Share is to the total amount payable in respect of the Shares (but any amount paid during the period in respect of which a dividend is declared only entitles the Shareholder to an apportioned amount of that dividend as from the date of payment). The Directors may from time to time pay or credit to the Shareholders such interim dividends as they may determine. No dividends shall be payable except out of profits. A determination by the Directors as to the profits of the Company shall be conclusive. No dividend shall carry interest as against the Company.

The Directors may from time to time grant to Shareholders or any class of shareholders the right to elect to reinvest cash dividends paid by the Company by subscribing for Shares in the Company on such terms and conditions as the Directors think fit. The Directors may, at their discretion, resolve in respect of any dividend which it is proposed to pay or to declare on any Shares of the Company, that holders of such Shares may elect to forgo their right to the whole or part of the proposed dividend and to receive instead an issue of Shares credited as fully paid to the extent and on the terms and conditions of the Constitution. The Directors may set aside out of the profits of the Company such amounts as they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied.

(d) Winding-Up

If the Company is wound up, the liquidator may, with the authority of a special resolution of the Company, divide among the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders. The liquidator may, with the authority of a special resolution of the Company, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any Shares or other securities in respect of which there is any liability. Where an order is made for the winding up of the Company or it is resolved by special resolution to wind up the Company, then on a distribution of assets to members, Shares classified by ASX as restricted securities at the time of the commencement of the winding up shall rank in priority after all other shares.

(e) Transfer of Shares

Generally, Shares in the Company are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act and the Listing Rules.

(f) Future Increase in Capital

The allotment and issue of any Shares is under the control of the Directors of the Company. Subject to restrictions on the issue or grant of securities contained in the Listing Rules, the Constitution and the Corporations Act (and without affecting any special right previously conferred on the holder of an existing share or class of shares), the Directors may issue Shares as they shall, in their absolute discretion, determine.

(g) Variation of Rights

Under Section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to Shares.

If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not the Company is being wound up, may be varied or abrogated with the consent in writing of the holders of three quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

6.2 Terms of Free Attaching Options

The Free Attaching Options to be issued pursuant to the Offer entitle, or will entitle the holder to subscribe for Shares on the following terms and conditions:

• (a) each Option gives the Optionholder the right to:
  • (i) subscribe for one (1) Share; and
  • (ii) be granted one (1) Secondary Option to obtain the right given by each Free Attaching Option, the Free Attaching Optionholder must exercise the Free Attaching Options in accordance with the terms and conditions of the Free Attaching Options;
• (b) the Free Attaching Options will expire on that date which is approximately 18 months from their date of issue (Free Attaching Expiry Date). Any Free Attaching Option not exercised before the Free Attaching Expiry Date will automatically lapse on the Free Attaching Expiry Date;
• (c) the amount payable upon exercise of each Free Attaching Option is $0.015 (Free Attaching Exercise Price);
• (d) the Free Attaching Options held by each Free Attaching Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion. Where less than 1,000 Free Attaching Options are held, all Free Attaching Options must be exercised together;
• (e) a Free Attaching Optionholder may exercise their Free Attaching Options by lodging with the Company, before the Expiry Date:
  • (i) a written notice of exercise of Free Attaching Options specifying the number of Free Attaching Options being exercised; and
  • (ii) a cheque or electronic funds transfer for the Exercise Price for the number of Free Attaching Options being exercised,

(Free Attaching Exercise Notice);

(f) a Free Attaching 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 Free Attaching Exercise Notice accompanied by the Free Attaching Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Free Attaching Options specified in the Free Attaching Exercise Notice;
• (h) the Free Attaching Options are transferable;
• (i) all Shares allotted upon the exercise of Free Attaching Options will upon allotment rank pari passu in all respects with other Shares;
• (j) the Company will apply for quotation of the Free Attaching Options on ASX;
• (k) if at any time the issued capital of the Company is reconstructed, all rights of a Free Attaching Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction;
• (l) there are no participating rights or entitlements inherent in the Free Attaching Options and Free Attaching Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Free Attaching Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 6 Business Days after the issue is announced. This will give Free Attaching Optionholders the opportunity to exercise their Free Attaching Options prior to the date for determining entitlements to participate in any such issue;
• (m) other than pursuant to term (n), a Free Attaching Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Free Attaching Option can be exercised; and
• (n) in the event the Company proceeds with a bonus issue of securities to Shareholders after the date of issues of the Free Attaching Options, the number of securities over which a Free Attaching Option is exercisable may be increased by the number of securities which the Free Attaching Optionholder would have received if the Free Attaching Option had been exercised before the record date for the bonus issue.

6.3 Terms of Secondary Options

The terms and conditions of the Secondary Options are as follows:

• (a) each Secondary Option gives the Optionholder the right to subscribe for one Share. To obtain the right given by each Option, the Secondary Optionholder must exercise the Secondary Options in accordance with the terms and conditions of the Options;

• (b) the Secondary Options will expire on that date which is approximately 22 months from their date of issue (Secondary Expiry Date). Any Secondary Option not exercised before the Secondary Expiry Date will automatically lapse on the Secondary Expiry Date;

• (c) the amount payable upon exercise of each Secondary Option is $0.018 (Secondary Exercise Price);

• (d) the Secondary 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. Where less than 1,000 Secondary Options are held, all Secondary Options must be exercised together;

• (e) an Optionholder may exercise their Secondary Options by lodging with the Company, before the Secondary Expiry Date:

  • (i) a written notice of exercise of Secondary Options specifying the number of Secondary Options being exercised; and
  • (ii) a cheque or electronic funds transfer for the Secondary Exercise Price for the number of Secondary Options being exercised,

(Secondary Exercise Notice);

• (f) a Secondary Exercise Notice is only effective when the Company has received the full amount of the Secondary Exercise Price in cleared funds;
• (g) within 15 Business Days of receipt of the Secondary Exercise Notice accompanied by the Secondary Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Secondary Options specified in the Secondary Exercise Notice;
• (h) the Secondary Options are transferable;
• (i) all Shares allotted upon the exercise of Secondary Options will upon allotment rank pari passu in all respects with other Shares;
• (j) the Company will not apply for quotation of the Secondary Options on ASX. However, The Company will apply for quotation of all Shares allotted pursuant to the exercise of Secondary 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;
• (l) there are no participating rights or entitlements inherent in the Secondary Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Secondary Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 6 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Secondary Options prior to the date for determining entitlements to participate in any such issue;
• (m) other than pursuant to term (n), a Secondary Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Secondary Option can be exercised; and
• (n) in the event the Company proceeds with a bonus issue of securities to Shareholders after the date of issues of the Secondary Options, the

number of securities over which a Secondary Option is exercisable may be increased by the number of securities which the Optionholder would have received if the Secondary Option had been exercised before the record date for the bonus issue.

7. RISK FACTORS

The Shares and Options offered under this Prospectus are considered speculative, and involve investors being exposed to risk. The Directors strongly recommend potential applicants examine the contents of this Prospectus and consult their professional advisers before deciding whether to apply for Shares and Options pursuant to this Prospectus.

There are specific risks which relate directly to the Company's business. In addition, there are other general risks, many of which are largely beyond the control of the Company and the Directors.

The risks identified in this Section, or other risk factors, may have a material impact on the financial performance of the Company and the market price of Shares.

The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.

7.1 Risks Specific to the Company

(a) Exploration Success

The mineral tenements of the Company are at various stages of exploration, and potential investors should understand that mineral exploration and development are high-risk undertakings. There can be no assurance that exploration of these tenements, or any other tenements that may be acquired in the future, will result in the discovery of an economic ore deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

The exploration costs of the Company are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. Accordingly, no assurance can be given that these cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company's viability.

(b) Operating Risks

The operations of the Company may be affected by various factors, including failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration and mining, operational and technical difficulties encountered in mining, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of its tenement interests. Until the Company is able to realise value from its projects, it is likely to incur ongoing operating losses.

(c) Resource Estimates

Resource estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. This may result in alterations to development and mining plans which may, in turn, adversely affect the Company's operations.

(d) Commodity Price Volatility and Exchange Rate Risks

If the Company achieves success leading to mineral production, the revenue it will derive through the sale of commodities exposes the potential income of the Company to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fluctuations for precious and base metals, technological advancements, forward selling activities and other macro-economic factors.

Furthermore, international prices of various commodities are denominated in United States dollars, whereas the income and expenditure of the Company are and will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets.

(e) Environmental Risks

The operations and proposed activities of the Company are subject to State and Federal laws and regulation concerning the environment. As with most exploration projects and mining operations, the Company's activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. It is the Company's intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws.

(f) Title Risks and Native Title

Interests in tenements in Australia are governed by the respective State legislation and are evidenced by the granting of licences or leases. Each licence or lease is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, the Company could lose title to or its interest in tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments.

It is also possible that, in relation to tenements which the Company has an interest in or will in the future acquire such an interest, there may be areas over which legitimate common law native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of the Company to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected.

Further to this, it is possible that an Indigenous Land Use Agreement (ILUA) may be registered against one or more of the tenements in which the Company has an interest. The terms and conditions of any such ILUA may be unfavourable for, or restrictive against, the Company.

The Directors will closely monitor the potential effect of native title claims involving tenements in which the Company has or may have an interest.

(g) Lack of technical and qualified persons

The Company continues with its endeavours to engage the services of an appropriately qualified person having the necessary technical and geological expertise. Notwithstanding, and until such person has been identified and engaged by the Company on satisfactory terms, the Company has access to a range of technical consultants who advise the Company in relation to its ongoing and proposed operations.

7.2 General Risks

(a) Economic Risks

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company's exploration, development and production activities, as well as on its ability to fund those activities.

(b) Market Conditions

Share market conditions may affect the value of the Company's quoted securities regardless of the Company's operating performance. Share market conditions are affected by many factors such as:

• (i) general economic outlook;
• (ii) interest rates and inflation rates;
• (iii) currency fluctuations;
• (iv) changes in investor sentiment toward particular market sectors;
• (v) the demand for, and supply of, capital; and
• (vi) terrorism or other hostilities.

The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

(c) Additional Requirements for Capital

The Company's capital requirements depend on numerous factors. Depending on the Company's ability to generate income from its operations, the Company may require further financing in addition to amounts raised under the capital raising. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programmes as the case may be.

(d) Reliance on Key Personnel

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.

(e) Investment Speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Shares offered under this Prospectus. Therefore, the Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Shares.

Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

8. ADDITIONAL INFORMATION

8.1 Continuous Disclosure Obligations

The Company is a "disclosing entity" (as defined in Section 111AC of the Corporations Act) for the purposes of Section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company's securities.

This document is a prospectus to which the special content rules under section 713 of the Corporations Act apply. That provision allows the issue of a more concise prospectus in relation to offers of securities in a class which have been continuously quoted on ASX for the three months prior to the date of the prospectus. ASIC Class Order 00/195 extends the operation of that provision to also permit the offering of securities convertible into continuously quoted securities (such as the Free Attaching Options) in the same manner.

This Prospectus is a "transaction specific prospectus". In general terms "transaction specific prospectuses" are only required to contain information in relation to the effect of the issue of securities on the Company and the rights attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest.

Having taken such precautions and having made such enquires as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the 12 months before the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

Information that is already in the public domain has not been reported in this Prospectus other than that which is considered necessary to make this Prospectus complete.

The Company, as a disclosing entity under the Corporations Act states that:

• (a) it is subject to regular reporting and disclosure obligations;

• (b) copies of documents lodged with the ASIC in relation to the Company (not being documents referred to in Section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, the offices of the ASIC; and

• (c) it will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this Prospectus and the Closing Date:

  • (i) the financial statements of the Company for the financial year ended 30 June 2010 being the last financial statements for a financial year, of the Company lodged with the ASIC before the issue of this Prospectus;
  • (ii) any half year financial statements of the Company lodged with ASIC since the lodgement of the last financial statements for the year ended 30 June 2010 lodged with ASIC before the issue of this Prospectus; and
  • (iii) any documents used to notify ASX of information relating to the Company in the period from lodgement of the financial statements referred to in paragraph (i) above until the issue of this Prospectus in accordance with the Listing Rules as referred to in Section 674(1) of the Corporations Act.

Copies of all documents lodged with the ASIC in relation to the Company can be inspected at the registered office of the Company during normal office hours.

The Company has lodged the following announcements with ASX since the lodgement of the 2010 audited financial statements.

Date	Description of Announcement
29/04/2011	March 2011 Quarterly Cashflow Report
29/04/2011	March 2011 Quarterly Activities Report
21/04/2011	Non Renounceable Entitlements Issue
19/04/2011	Durminskoe Gold and Silver Project - Far East Russia
01/04/2011	Appendix 3Z
01/04/2011	Appointment of Chairman
31/03/2011	Resignation of Chairman
29/03/2011	Cancellation of Unlisted Options
16/03/2011	Company Update
15/03/2011	Half Yearly Report and Accounts
02/03/2011	Response to ASX Query
01/03/2011	Appendix 3Z
01/03/2011	Change of Registered Office
28/02/2011	Resignation of Managing Director and CEO
14/02/2011	Appendix 3Y
08/02/2011	Response to ASX Price and Volume Query
07/02/2011	Appendix 3X
04/02/2011	Appointment of Directors
27/01/2011	December 2010 Quarterly Cashflow Report
27/01/2011	December 2010 Quarterly Activities Report
18/01/2011	Black Ridge Mining NL Exercises Meteoric Resources NL Option
04/01/2011	Lapse of Unlisted Options
30/12/2010	Securities Trading Policy (revised)
23/12/2010	Securities Trading Policy
20/12/2010	Meteoric Resources NL Option Agreement extension
01/12/2010	Change of Director`s Interest Notice x 3
01/12/2010	Lapse of Listed Options

22/11/2010	Results of Annual General Meeting
01/11/2010	Meteoric Resources NL Option Agreement extension
29/10/2010	September 2010 Quarterly Activities Report
29/10/2010	Letter to Listed Optionholders
29/10/2010	September 2010 Quarterly Cashflow Report

ASX maintains files containing publicly available information for all listed companies. The Company's file is available for inspection at ASX during normal office hours.

The announcements are also available through the Company's website www.blackridgemining.com.

8.2 Underwriting Agreement

By an agreement dated 11 May 2011 between the Underwriter and the Company, the Underwriter has agreed to underwrite the Offer (Underwriting Agreement).

Pursuant to the Underwriting Agreement, in consideration for underwriting the Offer, the Company has agreed to::

• (a) pay to the Underwriter an underwriting fee of 6% of the underwritten amount ($90,536); and
• (b) issue to the Underwriter 7,500,000 Options exercisable at 1.5 cents eacg on or before that date which is approximately 18 months from their date of issue on the same terms and conditions as the Free Attaching Options issued pursuant to this Prospectus.

The obligation of the Underwriter to underwrite the Offer is subject to certain standard events of termination. The Underwriter may terminate its obligations under the Underwriting Agreement if:

• (a) (Prospectus): this Prospectus or Offer is withdrawn by the Company; or

• (b) (No Listing Approval): the Company fails to lodge an Appendix 3B in relation to the Shares with ASX within 7 days of the Opening Date; or

• (c) (Restriction on allotment): the Company is prevented from allotting the Shares within the time required by the Underwriting Agreement, the Corporations Act, the Listing Rules, any statute, regulation or order of a court of competent jurisdiction by ASIC, ASX or any court of competent jurisdiction or any governmental or semi-governmental agency or authority;

• (d) (Withdrawal of consent to Prospectus): any person (other than the Underwriter) who has previously consented to the inclusion of its, his or her name in this Prospectus or to be named in this Prospectus, withdraws that consent;

• (e) (ASIC application): an application is made by ASIC for an order under Section 1324B or any other provision of the Corporations Act in relation to this Prospectus and that application has not been dismissed or withdrawn within 4 days of the Closing Date;

• (f) (ASIC hearing): ASIC gives notice of its intention to hold a hearing under Section 739 of the Corporations Act in relation to this Prospectus to determine if it should make a stop order in relation to this Prospectus or ASIC makes an interim or final stop order in relation to this Prospectus under Section 739 of the Corporations Act;

• (g) (Takeovers Panel): the Takeovers Panel makes a declaration that circumstances in relation to the affairs of the Company are unacceptable circumstances under Pt 6.10 of the Corporations Act, or an application for such a declaration is made to the Takeovers Panel;

• (h) (Hostilities): there is an outbreak of hostilities or a material escalation of hostilities (whether or not war has been declared) after the date of the Underwriting Agreement involving one or more of Australia, New Zealand, Indonesia, Japan, Russia, the United Kingdom, the United States of America, India, Pakistan, or the Peoples Republic of China, Israel or any member of the European Union, or a terrorist act is perpetrated on any of those countries or any diplomatic, military, commercial or political establishment of any of those countries anywhere in the world;

• (i) (Indictable offence): a director or senior manager of the Company is charged with an indictable offence;

• (j) (Termination Events): subject always to the event/s having a material adverse effect, any of the following events occurs:

  • (i) (Default): default or breach by the Company under the Underwriting Agreement of any terms, condition, covenant or undertaking;
  • (ii) (Incorrect or untrue representation): any representation, warranty or undertaking given by the Company in the Underwriting Agreement is or becomes untrue or incorrect;
  • (iii) (Prescribed Occurrence): a prescribed occurrence (as defined in the Underwriting Agreement) occurs, other than as disclosed in this Prospectus;
  • (iv) (Judgment against a Related Corporation): a judgment in an amount exceeding $100,000.00 is obtained against the Company or a Related Company and is not set aside or satisfied within 7 days; or
  • (v) (Litigation): litigation, arbitration, administrative or industrial proceedings are after the date of the Underwriting Agreement commenced against the Company or any Related Company, other than any claims foreshadowed in this Prospectus.

The Company agrees to indemnify the Underwriter, its related corporations and their respective directors, officers, employees, agents, representatives and advisers (Indemnified Parties) from and against all claims, actions, damages, losses, liabilities, costs or expenses, including costs for legal advice on solicitorclient basis, which any Indemnified Party incurs or suffers in respect of or in any way relating to the Offer or the Underwriting Agreement.

The Underwriting Agreement contains covenants, warranties, representations and other terms normal for an agreement of this nature.

8.3 Disclosure of Underwriting on Voting Power

As set out above, the Offer is fully underwritten by Natwest Securities Limited (Underwriter).

The definition of "related party" is set out in Section 228 of the Corporations Act. The Company confirms that the Underwriter is not a "related party" of the Company.

To comply with the requirement to fully disclose the Underwriter's potential voting power in the Company and the effect of the underwriting by the Underwriter, the table below sets out various scenarios to indicate the effect on the Company's shareholding depending on the Shortfall (if any). The potential maximum increase in the voting power of the Underwriter is set out below based on the number of Shares in the Company as at the date of this Prospectus (100% Shortfall) and will only occur if no Shareholders take up their Entitlement under the Offer.

As detailed in Section 0 of this Prospectus, as at the date of this Prospectus, the Underwriter does not in its own right currently have a relevant interest in any Securities and therefore will not have any Entitlement under the Offer.

Event	Number of Sharesheld by theUnderwriter	Voting power ofthe Underwriter inthe Company
Underwriter holding as at the date ofthe Prospectus	10,000,000	1.66%
After issue of New Shares to theUnderwriter assuming 96.14% Shortfall1	145,074,590	20%
After issue of New Shares to theUnderwriter assuming 75% Shortfall	113,170,942	15%
After issue of New Shares to theUnderwriter assuming 50% Shortfall	75,447,295	10%
After issue of New Shares to theUnderwriter assuming 25% Shortfall	37,723,647	5%

Notes:

1. As indicated in Section 8.4 it is the Directors' intention that they will take up all of their entitlement under the shortfall, being a total of 5,870,000 Shares (3.86% of the Shares offered pursuant to the Prospectus). Therefore the maximum number of Shares the Underwriter can be issued pursuant to the shortfall is 145,074,590.

The number of Shares held by the Underwriter and its voting power in the table above show the potential effect of the underwriting of the Offer. However, it is unlikely that no Shareholders will take up their Entitlement under this Offer. The underwriting obligation of the Underwriter, and therefore voting power of the Underwriter, will reduce by a corresponding amount for the amount of Entitlements taken up by other Shareholders. In addition, the future pattern of shareholding of the Company will change depending on the take up of Entitlements of the other Shareholders.

Shareholder should note that, as stated above, as at the date of this Prospectus, the Underwriter does not currently have a relevant interest in any Securities in its own right. Notwithstanding the potential effect of the underwriting detailed in the table (and paragraph) above, the Underwriter has advised the Company that it has, or will, agree to allocate the Shortfall to its clients such that neither the Underwriter nor any of the Underwriter's clients, individually, will have a voting power in the Company in excess of 20% after the issue of the Shortfall. Therefore, although the information detailed in this Section 8.3, sets out the hypothetical position of the Underwriter if it is required to subscribe for the Shortfall under the Offer, in practical terms, the Underwriter will not obtain control of the Company as a result of the Underwriter underwriting the Offer.

8.4 Directors' interests

Other than as set out below or elsewhere in this Prospectus, no Director nor any firm in which such a Director is a partner, has or had within 2 years before the lodgement of this Prospectus with the ASIC, any interest in:

• (a) the formation or promotion of the Company;
• (b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer pursuant to this Prospectus; or
• (c) the Offer pursuant to this Prospectus,

and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) to any Director or to any firm in which any such Director is a partner, either to induce him to become, or to qualify him as, a Director or otherwise for services rendered by him or by the firm in connection with the formation or promotion of the Company or Offer pursuant to this Prospectus.

Directors' interests in securities of the Company at the date of this Prospectus are:

Name	Shares	Options	Entitlement1
			NewShares	FreeAttachingOptions
Angus Middleton	23,280,000	Nil	5,820,000	5,820,000
Vladimir Nikolaenko	2,500	Nil	625	625
Alan Winduss	Nil	Nil	Nil	Nil

Notes:

1. Each of the Directors has indicated that it is their present intention to subscribe for their full Entitlement under the Offer.

The Constitution of the Company provides that the non-executive Directors may be paid for their services as Directors, a sum not exceeding such fixed sum per annum as may be determined by the Company in general meeting, to be divided among the Directors and in default of agreement then in equal shares. Directors, companies associated with the directors or their associates are also reimbursed for all reasonable expenses properly incurred in the course of conducting their duties which include, but are not in any way limited to, out of pocket expenses, travelling expenses, disbursements made on behalf of the Company and other miscellaneous expenses.

If any of the Directors are called upon to perform extra services or make any special exertions on behalf of the Company or its business, the Directors may remunerate this Director in accordance with such services or exertions, and this remuneration may be either in addition to or in substitution for the remuneration provided in the form of directors' fees.

The table below sets out the expected annual remuneration payable to the Directors for the current financial year, inclusive of directors' fees and consultancy fees.

Director	Current Financial Year
Alan Winduss (commenced 4th February 2011)	$12,000
Angus Middleton	$30,000
Vladimir Nikolaenko (commenced 4th February 2011)	$10,000

The Company paid to the Directors a total of $229,175 for the year ended 30 June 2010 and $327,665 for the year ended 30 June 2009. The Directors have been paid fees totalling $54,500 from the end of the previous financial year until the date of this Prospectus. For more information please refer to the remuneration report contained in the 2010 annual report for details of payments to Directors.

The Company has engaged Corporate Admin Services Pty Ltd (ACN 117 605 142) (Corporate Admin Services) to provide strategic and corporate advisory services (Corporate Advisory Agreement). In consideration for the services provided by Corporate Admin Services, the Company has agreed to pay Corporate Admin Services $55,000 per Quarter. The Corporate Advisory Agreement was executed on 24 May 2010, with a commencement date of 1 July 2010. The Corporate Advisory Agreement lasts for a term of three (3) years unless otherwise extended by Corporate Admin Services.

Vladimir Nikaelenko (a Director) is the sole shareholder of Corporate Admin Services and therefore has a relevant interest in the Corporate Advisory Agreement.

8.5 Interests and Consents of Experts and Advisers

Other than as set out below or elsewhere in this Prospectus, no expert, underwriter, promoter or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of the Prospectus, nor any firm in which any of those persons is or was a partner, nor any company with which any of those persons is or was associated, has or had within 2 years before the lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company; or

• (b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer of Securities pursuant to this Prospectus; or
• (c) the Offer of Securities pursuant to this Prospectus,

and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) to any expert, underwriter, promoter or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of this Prospectus, or to any firm in which any of those persons is or was a partner, or to any company with which any of those persons is or was associated, for services rendered by that person, or by the firm or the company, in connection with the formation or promotion of the Company or the Offer pursuant to this Prospectus.

Pursuant to Section 716 of the Corporations Act, Natwest Securities Limited has given and has not withdrawn its consent to being named as Underwriter to the Offer in the Corporate Directory of this Prospectus in the form and context in which it is named. Natwest Securities Limited has not caused or authorised the issue of this Prospectus, does not make or purport to make any statement in this Prospectus and takes no responsibility for any part of this Prospectus.

Natwest Securities Limited will be paid an underwriting fee of approximately 6% ($90,536) in respect of this Offer.

Pursuant to Section 716 of the Corporations Act, Steinepreis Paganin has given, and has not withdrawn its consent to being named as Solicitors to the Company in the Corporate Directory of this Prospectus in the form and context in which it is named. Steinepreis Paganin has not caused or authorised the issue of this Prospectus, does not make or purport to make any statement in this Prospectus and takes no responsibility for any part of this Prospectus.

Steinepreis Paganin act as solicitors to the Company. Steinepreis Paganin will be paid approximately $10,000 for services in relation to this Prospectus. In the past two years, Steinepreis Paganin has been paid fees totalling $31,215 by the Company.

Corporate Admin Services is a related party to the Company by virtue of being controlled by Vladimir Nikaelenko (a Director) is the sole shareholder. Mr Nikaelenko therefore has a relevant interest in Corporate Admin Services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Corporate Admin Services has been paid $408,923.81 in fees from the Company.

8.6 Legal Proceedings

There are no litigation, arbitration or proceedings pending against or involving the Company as at the date of this Prospectus.

8.7 Estimated Expenses of Offer

In the event that the Offer is fully subscribed, the estimated expenses of the Offer are as follows:

$
2,068
5,722
90,536
10,000
5,000
113,326

8.8 Market Price of Shares

The Company is a disclosing entity for the purposes of the Corporations Act and its Shares are enhanced disclosure Securities quoted on ASX.

The highest and lowest market sale prices of the Company's Shares on ASX during the three months immediately preceding the date of lodgement of this Prospectus with the ASIC and the respective dates of those sales were:

Highest: $0.022 on 10 March 2011

Lowest: $0.010 on 23 and 24 February and 13 May 2011

The latest available closing sale price of the Company's Shares on ASX prior to the lodgement of this Prospectus with the ASIC was $0.01 on 13 May 2011.

8.9 Electronic Prospectus

Pursuant to Class Order 00/44, the ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with the ASIC, and the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions.

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the application form. If you have not, please phone the Company and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus, or both.

The Company reserves the right not to accept an application form from a person if it has reason to believe that when that person was given access to the electronic application form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

10. DEFINITIONS

Applicant means a Shareholder or Underwriter or other party instructed by the Underwriter who applies for Securities pursuant to the Offer.

ASIC means the Australian Securities and Investments Commission.

ASTC Settlement Rules means the settlement rules of the securities clearing house which operates CHESS.

ASX means the ASX Limited (ACN 008 624 691) or the financial market operated by it, as the context requires.

Board means the board of Directors unless the context indicates otherwise.

Business Day means a day on which trading takes place on the stock market of ASX.

Closing Date means the closing date of the Offer, being 5.00pm (WST) on 15 June 2011 (unless extended).

Company or Black Ridge Mining means Black Ridge Mining NL (ACN 083 274 024).

Constitution means the Company's Constitution as at the date of this Prospectus.

Corporations Act means the Corporations Act 2001(Cth).

Directors means the directors of the Company at the date of this Prospectus.

Dollar or "$" means Australian dollars.

Entitlement means the entitlement of a Shareholder who is eligible to participate in the Offer.

Entitlement and Acceptance Form means the entitlement and acceptance form either attached to or accompanying this Prospectus.

Free Attaching Options means up to 150,894,590 Options to be issued at no additional cost to all successful Applicants under the Offer on the basis of one (1) Free Attaching Option for each Share issued on the terms set out in Section 6.2.

Listing Rules or ASX Listing Rules means the Listing Rules of the ASX.

m means metres.

New Shares means fully paid ordinary Shares offered pursuant to this Prospectus.

Offer means the non-renounceable entitlement offer pursuant to the Prospectus of 1 new Share for every 4 Shares held by a Shareholder on the Record Date to raise $1,508,945.90. One (1) free attaching option will be issued for each share issued. The free attaching options will be exercisable at 1.5 cents each and expire approximately 18 months from date of issue. It will be a term of these free attaching options that in the event they are exercised within the first four (4) months from grant , a new option will be issued for no further consideration. The new options will be exercisable at 1.8 cents each and expire on or about 18 months from expiry of the Initial Period.

Official List means the official list of ASX.

Option means an option to acquire a Share.

Optionholder means an optionholder of the Company.

Prospectus means this prospectus.

Qualifying Shareholders means all Shareholders at 5:00pm (WST) on the Record Date whose registered addresses are in Australia and New Zealand.

Quarter means a period of every three (3) months commencing on 1 January, 1 April, 1 July and 1 October each calendar year.

Quotation and Official Quotation means official quotation on ASX.

Record Date means 5.00pm (WST) on 24 May 2011.

Related Corporation has the meaning given to that term in the Corporations Act.

Secondary Options means an Option, issued on conversion of a Free Attaching Option on the terms set out in Section 6.3.

Securities means Shares and/or Options.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

Share Registry means Advanced Share Registry Ltd.

Shortfall means those Securities under the Offer not applied for by Shareholders under their Entitlement.

Shortfall Application Form means the shortfall application form attached to or accompanying this Prospectus.

Shortfall Offer means the offer of Shortfall under section 4.5 of this Prospectus.

Underwriter means Natwest Securities Limited.

Underwriting Agreement has the meaning as defined in Section 8.2 of this Prospectus.

WST means Western Standard Time.