Black Ridge Mining NL

ABN 48 083 274 024

Entitlements Issue Prospectus

For a partially underwritten pro rata non-renounceable Offer to Eligible Shareholders of approximately 854, 561,658 New Shares on the basis of one New Share for every Share held by Eligible Shareholders at 5:00pm AWST on the Record Date at an issue price of $0.002 per New Share on application to raise approximately $1,709,123 (before expenses of the Offer).

One free attaching New Option will also be offered for every New Share taken up under this Prospectus.

Each New Option is exercisable at $0.003 before 5.00pm (AWST) on 30 November 2016.

This Offer opens on 18 June 2015 and closes at 5:00pm WST on 9 July 2015.

Valid acceptances must be received before that time.

Important Notice

This Prospectus is a transaction-specific prospectus issued in accordance with section 713 of the Corporations Act (2001). This is an important document which requires your immediate attention and it should be read in its entirety before deciding to participate.

If you are in doubt about what to do, please contact your professional adviser without delay.

The securities offered pursuant to this Prospectus should be considered speculative.

	IMPORTANT INFORMATION 3
CORPORATE DIRECTORY 5
	CHAIRMAN'S LETTER 6
	TIMETABLE AND IMPORTANT DATES 7
SECTION 1:	OVERVIEW AND KEY RISKS 8
SECTION 2:	DETAILS OF THE OFFER 10
2.1	Offer 10
2.2	Purpose of the Offer 10
2.3	Entitlement 10
2.4	Non-Renounceable Issue 10
2.5	Terms and Conditions of New Options 10
2.6	No Minimum Subscription 11
2.7	Underwriting 11
2.8	Capital Structure 14
2.9	Allocation and Allotment of New Shares and attaching New Options 15
2.10	Application Monies to be Held in Trust 15
2.11	Expenses of the Offer 15
2.12	Quotation of New Shares and attaching New Options 15
2.13	How to Apply for New Shares and New Options 16
2.14	Shortfall 17
2.15	CHESS and Issuer Sponsorship 17
2.16	Risks 18
2.17	Overseas Investors 18
2.18	Privacy Disclosure 18
2.19	Taxation 19
2.20	Enquiries 19
SECTION 3:	RIGHTS ATTACHING TO SECURITIES 20
3.1	Terms and Conditions of New Options 20
3.2	Terms and Conditions of Ordinary Shares 20
SECTION 4:	RISK FACTORS 22
4.1	Risks Associated with Investment 22
4.2	Specific Risks 22
4.3	General Risks 23

SECTION 5:	EFFECT OF THE OFFER 26
5.1	Use of Funds 26
5.2	Effect of the Offer 26
5.3	Pro Forma Balance Sheet 27
SECTION 6:	ADDITIONAL INFORMATION 28
6.1	Nature of this Prospectus 28
6.2	Continuous Reporting and Disclosure Obligations 28
6.3	Market Prices of Ordinary Shares 28
6.4	Litigation 29
6.5	Directors' Interests 29
6.6	Consents 29
6.7	Disclosure of Interests of Non-Directors 30
6.8	Expenses of the Offer 30
6.9	Electronic Prospectus 30
SECTION 7:	INFORMATION AVAILABLE TO SHAREHOLDERS 31
SECTION 8:	DIRECTORS' CONSENT 32
SECTION 9:	DEFINITIONS 33

IMPORTANT INFORMATION

Prospectus

This Prospectus is dated 5 June 2015 and was lodged with ASIC on that date. Neither ASIC nor ASX, accept any responsibility for the contents of this Prospectus.

This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act.

No applications for New Shares with attaching New Options will be accepted nor will any New Shares or New Options be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. An application will be made to ASX within 7 days after the date of this Prospectus for the quotation of the New Shares and New Options the subject of this Prospectus.

Eligibility

This Offer does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus.

It is not practicable for the Company to comply with the securities laws of most overseas jurisdictions having regard to the number of overseas Shareholders, the number and value of the New Shares and New Options these Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly the Offer contained in this Prospectus is only available for acceptance by Shareholders with a registered address as at the Record Date in Australia & New Zealand. The distribution of this Prospectus in jurisdictions outside these areas may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe the requirements of these laws. Non-observance by such persons may violate securities laws. Any recipient of this Prospectus residing outside Australia or New Zealand should consult their professional advisers on requisite formalities.

New Zealand Notice

The Offer to New Zealand investors pursuant to this Prospectus comprises regulated offers made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act and the Corporations Regulations 2001 (Cth). In New Zealand, this is Part 5 of the Securities Act 1978, Securities Regulations 2009 and the Securities (Mutual Recognition of Securities Offerings – Australia) Regulations 2008.

Acceptances

Investors can only apply for New Shares with attaching New Options on the accompanying Entitlement and Acceptance Form and on the terms and conditions referred to in this Prospectus. Please read carefully the instructions on the reverse of the Entitlement and Acceptance Form regarding an application for New Shares and attaching New Options pursuant to this Prospectus.

Publicly available information

In preparing this Prospectus, regard has been had to the fact that as the Company is a disclosing entity for the purposes of the Corporations Act, it is subject to regular reporting and disclosure obligations. Accordingly, certain matters may reasonably be expected to be known to investors and their professional advisers. This Prospectus is issued pursuant to section 713 of the Corporations Act. Section 713 allows the issue of a more concise prospectus in relation to an offer of continuously quoted securities. 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 information that would be included in a prospectus for an initial public offering.

Risk factors

This document is important and it should be read in its entirety. The New Shares and New Options to be issued pursuant to this Prospectus should be viewed as a speculative investment and investors should refer to the Risk Factors affecting the Company set out in Section 4. Accordingly, before deciding to apply for New Shares with attaching New Options, potential investors should consider whether or not such New Shares and New Options are a suitable investment having regard to their personal circumstances. If in doubt, potential investors should consult their stockbroker, solicitor, accountant or other professional adviser prior to completing and lodging an Entitlement and Acceptance Form.

No person is authorised to give any information or to make any representation in relation to the Offer which is not contained in this Prospectus and any such information may not be relied upon as having been authorised by the Directors.

Electronic prospectus

A copy of this Prospectus can be downloaded from the Company's website at www.blackridgemining.com.au

The offer constituted by an electronic version of this Prospectus is only available to persons receiving an electronic version of this Prospectus within Australia. There is no facility for Applications to be accepted electronically or by applying online. The Corporations Act prohibits any person from passing on to another person the Entitlement and Acceptance Form unless it is attached to or accompanied by a complete and unaltered version of the Prospectus. The Company will not accept a completed Entitlement and Acceptance Form if it has reason to believe that the Applicant has not received a complete and unaltered copy of the Prospectus. Any person may obtain a hard copy of this Prospectus by contacting the Company prior to the Closing Date.

Defined terms

A number of terms and abbreviations used in this Prospectus have defined meanings set out in the Glossary in Section 9.

Privacy Act

If you complete an application for Securities, you will be providing personal information to the Company (directly or by the Company's share registry). The Company collects, holds and uses 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 Share Registry.

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

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act 2001 (Cth) and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for New Shares and New Options, the Company may not be able to accept or process your application.

CORPORATE DIRECTORY

Board of Directors

Mr Peter Elliott – Non-executive Chairman Mr Vladimir Nikolaenko – Non-executive Director Mr Edward Gilfillan – Non-executive Director

Company Secretary

Mr Graeme Smith

Registered Office

C/: Ground Floor 63 Hay Street SUBIACO WA 6008

Phone: +61 8 9574 6255 Fax: + 61 8 9322 7823

Email: [email protected] www.blackridgemining.com.au

Securities Exchange Listing

Australian Securities Exchange Black Ridge Mining NL ASX Code: BRD

*Auditors

Somes Cooke Level 2 35 Outram Street WEST PERTH WA 6005

*Share Registry

Advanced Share Registry 150 Stirling Highway NEDLANDS WA 6009 Phone: +61 8 9389 8033 Fax: + 61 8 9389 7871

*These parties have been named for information purposes and have not been involved in the preparation of this Prospectus.

CHAIRMAN'S LETTER

5 June 2015

Dear Shareholder,

On behalf of Black Ridge Mining NL ("Black Ridge or the Company"), I am pleased to invite you to participate in a pro rata non-renounceable entitlements issue on the basis of one New Share for every Share held on the Record Date at an issue price of $0.002 per New Share issued to raise approximately $1,709,123 (the "Offer").

One attaching New Option will also be offered for every New Share taken up under the Offer.

Each New Option is exercisable at $0.003 on or before 5.00pm (WST) on 30 November 2016 and will convert into one Ordinary Share. Full terms of the New Options and the underlying Ordinary Shares are included in sections 3.1 and 3.2 of this Prospectus.

The Company intends to apply the funds raised from the Offer as set out in Section 5 of this Prospectus.

Entitlements are non-renounceable and will not be tradable on ASX or otherwise transferable.

The entitlements issue is underwritten to an amount of $1,000,000, however, any amounts to be paid for underwritten shares may be offset against outstanding debts owed by the Company to the underwriter. A summary of the terms of the underwriting is located in section 2.7 of this Prospectus.

Eligible Shareholders who do not take up all or any part of their Entitlements will not receive any payment or value in respect of those Entitlements and their equity interest in the Company will be diluted.

This prospectus contains important information about the Offer, including:

(a) details of the Offer, including key dates;
(b) actions required by Eligible Shareholders; and
(c) risk factors associated with the Offer.

A personalised Entitlement and Acceptance Form which details your Entitlement is to be completed in accordance with the instructions provided.

This Prospectus should be read carefully and in its entirety before deciding whether or not to participate in the Offer. In particular, you should consider the key risk factors included in Section 4 of this Prospectus.

Eligible Shareholders who have any queries about the Offer should contact the Company between 8:30am and 5:00pm (WST) during the Offer period.

On behalf of the Board, I invite you to consider this investment opportunity and thank you for your ongoing support of our company.

Yours faithfully,

Peter Elliott Chairman

TIMETABLE AND IMPORTANT DATES

Event	Date
Release of Offer Document and Appendix 3B lodged to ASX	Friday, 5 June 2015
Notice sent to Shareholders	Wednesday, 10 June 2015
Ex Date	Thursday, 11 June 2015
(date from which securities commence trading without theEntitlement to participate in the Entitlements issue)
Record Date 5pm (WST)	Monday, 15 June 2015
(date for determining Entitlements of eligible Shareholders toparticipate in the Entitlements issue)
Offer Document Dispatched to Eligible Shareholders	Thursday, 18 June 2015
(expected date of dispatch of Offer Document, Entitlement andEntitlement and Acceptance Forms)
Offer Opening Date	Thursday, 18 June 2015
Offer Closing Date* 5pm (WST)	Thursday, 9 July 2015
Securities quoted on a deferred settlement basis	Friday, 10 July 2015
ASX notified of under subscriptions*	Tuesday, 14 July 2015
Issue date. Deferred settlement trading ends. Last day toconfirm to ASX all information required by Appendix 3B**	Thursday, 16 July 2015
Trading of New Shares expected to commence**	Friday, 17 July 2015

*These dates are indicative only and may, subject to the requirements of the Listing Rules and the Corporations Act, be changed without notice.

** The Directors may extend the Closing Date by giving at least three Business Days' notice to ASX prior to the Closing Date. As such, the date the Shares are expected to commence trading on ASX may vary.

SECTION 1: OVERVIEW AND KEY RISKS

This information is a brief overview only. Prospective investors should read the Prospectus in full before deciding to invest in New Shares.

Question	Answer	Where to findmore information
What is being offered?	The Company is offering a pro-rata, non-renounceableentitlements issue to issue up to 854,561,658 NewShares and 854,561,658 free attaching New Options(exercisableat$0.003onor before 30 November2016) for every New Share taken up; onthebasisof1 New Share for every 1 Shares held on the RecordDate at an issue price of $0.002 per New Share.Eligible Shareholderscan,inadditiontotheir	Section 2.1
	Entitlement, also apply for Shortfall Shares.
What is theminimumamounttoberaisedunder the Offer?	There is no minimum subscription for the Offer.	Section 2.6
IstheOfferunderwritten?	The Offer is underwritten by Plato Mining Pty Ltd (anentity controlled by director, Mr Roger Nikolaenko) forupto500,000,000NewSharesorapproximately$1,000,000.	Sections 2.7
	Plato Mining'sunderwritingissubject toconditionsordinarilyfoundinunderwritingarrangements,including termination rights in certain circumstances.Plato Mining will be paid an underwriting fee of 6% ofthe amount underwritten.
What will be the effectof the underwriting oncontroloftheCompany?	MrNikolaenkocurrentlyholds10.42%oftheCompany's Shares.Depending on the level of take up of the EntitlementsIssue, this may rise to a maximum of 33.75%.No other person will acquire voting power of over20% as a result of the Offer.	Section2.7.1&4.2.1
Shortfall Shares	Eligible Shareholders may apply for Shortfall Shares inaddition to their entitlement	Section 2.13
How do I apply for NewSecuritiesundertheOffer?	Applications can be made by Eligible ShareholderscompletingthepersonalisedEntitlementandAcceptanceFormandsendingittotheShareRegistry.	Section 2.14
How will theShortfallShares be allocated?	The Directors will allocate any Shortfall Shares:(a)FirstlytoEligibleShareholderswhoapplyforShortfallSharesunderthe ProspectusinadditiontotheirEntitlementwithanyoversubscriptionsscaledbackproratatothenumberofShortfallSecurities applied	Section 2.14

	for;
	(b)Secondly to the Underwriter (whohastheright to set off their underwriting obligationagainst debts owed to them);
When will I know if myApplicationwassuccessful?	A holding statement confirming your allocation underthe Offer will be sent to you on or about the date setout in the timetable for the Offer.	Section 2.15
What are the key risksof a subscription underthe Offer?	An investment in the Company has risks that youshould consider before making a decision to invest.These risks include:	Section 4
	•There is no guarantee that the Company willachievecommercialviabilitythroughthesuccessful exploration and/or mining of its UnalyHilltenementordevelopitsPetroLocatetechnology to provide a return to shareholders
	•Further funding of projects may be required by theCompanytosupport itsongoingactivitiesandoperations.Anyinabilitytoobtainfundingwilladverselyaffectthebusinessandfinancialconditionof the Company and, consequently, itsperformance.
What will happen if Ichoose not to take upmy Entitlement?	IfEligibleShareholdersdonottakeuptheirEntitlement their holding in the Company will bediluted. As the Offer is underwritten to 500,000,000Shares, the underwriter could increase their holdingfrom 10.42% to a maximum of 33.75% of the Companyand your percentage holding could decrease by 37%.	Section2.7.1&4.2.1
How will the proceedsof the Offer be used?	The Company intends to use the funds raised fromthe Offer as follows:	Section 5.1
	IfEligible Shareholderstakeup100% of theirEntitlements:
	•$150,000 for exploration at Unally Hill;
	•$250,000 for development of PetroLocateTechnology;
	•$1,047,500 for the payment of outstandingdebts;
	•$185,236 for working capital; and
	•$76,387 for expenses of the Offer.
	Refer to Section 5.1 for a summary of the use of fundsunder different levels of take up.
HowcanIobtainfurther advice?	Contact the Company Secretary on +61 8 9322 7822at any time between 9.00am and 5.00pm (WST time)Monday to Friday until the Closing Date. Alternatively,consult your broker, accountant or other professionaladvisor.

SECTION 2: DETAILS OF THE OFFER

2.1 Offer

The Company is making a non-renounceable pro rata entitlements issue of approximately 854,561,658 Shares ("New Shares") and 854,561,658 free attaching options ("New Options") to Eligible Shareholders on the Record date to raise $1,709,123 before expenses ("Offer").

Eligible Shareholders will be entitled to apply for one New Share for every Share held at 5.00pm WST on the Record Date, at an issue price of $0.002 per New Share. The issue price is payable in full on application.

For every New Share applied for, Eligible Shareholders will receive a free attaching Option with an exercise price of $0.003 and an expiry date of 30 November 2016.

The Company presently has 854,561,658 Shares on issue.

2.2 Purpose of the Offer

The funds raised by the Offer of approximately $1,709,123 will be applied towards:

progressing the Seismoelectric exploration technology, PetroLocate;
exploration at the Company's Unaly Hill project;
reduction of outstanding payables;
working capital; and
meeting the expenses associated with the Offer.

2.3 Entitlement

The number of New Shares and attaching New Options to which each Shareholder is entitled is shown on the enclosed personalised Entitlement and Acceptance Form. Your acceptance must not exceed your Entitlement as shown on that form. If it does, your acceptance will be deemed to be the maximum Entitlement.

Eligible Shareholders may accept their Entitlement in full or part by returning a completed Entitlement and Acceptance Form to the Company's share registry by 5.00pm (WST) on 9 July 2015 accompanied by the appropriate Application Money.

2.4 Non-Renounceable Issue

The offer of New Shares and attaching New Options pursuant to this Prospectus is nonrenounceable. This means Shareholders cannot sell or otherwise transfer their Entitlement. Eligible Shareholders who do not accept their Entitlement will receive no benefit.

2.5 Terms and Conditions of New Options

Each New Option issued will give the holder the right to subscribe for one Ordinary Share in the Company at an exercise price of $0.003 per New Option at any time up to 5:00pm (WST) on 30 November 2016.

The terms and conditions on which the New Options are issued are set out in Section 3.1 of this Prospectus.

2.6 No Minimum Subscription

There is no minimum subscription for the Offer.

2.7 Underwriting

2.7.1 Underwriting by Plato Mining Pty Ltd

On 4 June 2009, the Company acquired the Unaly Hill Tenement (E57/420) from Plato Mining Pty Ltd, a company of which Mr Vladimir Nikolaenko is a director. Upon the establishment of a JORC Code compliant Inferred Resource, Indicated resource or Measured resource on the Tenement, the Company is to pay further amounts to Plato Mining Pty Ltd (as advised to the ASX on 5 June 2009) ("Sale Agreement").

On 21 November 2011 the Company announced a maiden inferred mineral resource at the Unaly Hill project.

In July 2012 and January 2013 the Company and Plato entered into standstill agreements whereby they agreed to suspend the obligations of Black Ridge under the Sale Agreement.

Black Ridge's financial obligations under the Sale Agreement total $1,724,000.

Plato Mining Pty Ltd ("Plato"), an entity controlled by Mr Nikolaenko, has agreed to underwrite the Offer for up to 500,000,000 New Securities, or up to $1,000,000 ("Underwritten Amount"), in accordance with an underwriting agreement between Plato and the Company dated 21 May 2015 ("Underwriting Agreement"). Of these 500,000,000 underwritten shares, an amount of 131,875,000 New Securities will be sub-underwritten by other parties (see section 2.7.2).

Under the Underwriting Agreement, Plato and Mr Nikolaenko may offset any portion of the Underwritten Amount against an amount owed under the Sale Agreement and unpaid director's fees (of which Mr Nikolaenko is owed $75,000 for the period from 1 January 2013 to 30 June 2015. This means that instead of paying funds to the Company for the underwritten Shares (based on the issue price under the Offer of $0.002 per New Share), the debt owed to Plato and Mr Nikolaenko will be reduced accordingly.

Plato will be paid a fee for underwriting the Offer of 6% of the underwritten amount ("Underwriting Fee"). In accordance with the Underwriting Agreement and as is customary with these types of arrangements:

(a) the Company has (subject to certain limitations, including loss due to the Underwriter performing its obligations under the agreement) agreed to indemnify Plato, its officers, employees, advisers and related bodies corporate, and the officers, employees and advisers of any of its related bodies corporate against losses suffered or incurred in connection with the Offer;
(b) the Company and Plato have given representations, warranties and undertakings in connection with (among other things) the conduct of the Offer;
(c) the Underwriter may without cost or liability to themselves terminate their obligations under this Underwriting Agreement or renegotiate their obligations herein at their sole choice and discretion on or at any time after the happening of any of the following events on or before the time at which the Underwriter is required to lodge or caused to be lodged with the Company an application for Shares:
- (i) Any announcement is made by the Government of Australia or any state of

Australia or any governmental authority or the Reserve Bank of Australia which in the reasonable opinion of the Underwriter could materially adversely affect the success of the Offer as a consequence of proposed or promulgated legislation or regulations which would materially adversely affect the operations of the Company or any industry in which the Company operates; or

(ii) There is in the reasonable opinion of the Underwriter any material adverse change in relation to any of the interests held by the Company or in any of its projects or businesses;
(iii) The Company is in default under any of the terms and conditions of this Underwriting Agreement or any of the provisions binding on it hereunder;
(iv) The Company withdraws the offer;
(v) The occurrence of any event set out in 652C of the Corporations Act in relation to the Company as though the Company were a target, other than any allotment of securities, and any grant of security;
(vi) The Company or Underwriter does not comply with the relevant provision of the Corporations Act;
(vii) ASX refuses, does not grant on terms acceptable to the Underwriter, or withdraws approval for the granting of Official Quotation for the Shares offered pursuant to the Offer or ASX makes a statement to that effect to the Company, the Underwriter or any other person;
(viii) There is an outbreak of hostilities (whether war has been declared or not) involving any one or more of Australia, the United Kingdom, the United States of America, the Philippines, the People's Republic of China, the Union of Soviet Socialist Republics, the Republic of Africa, Indonesia, and/or Japan;
(ix) If a resolution is passed by the Company for its voluntary liquidation or an order is made for its winding-up or the Company enters into a scheme of arrangement with its creditors under the Corporations Act or any liquidator, receiver, or official manager is appointed in respect of the Company or if the Company becomes insolvent;
(x) There is in the reasonable opinion of the Underwriter a material adverse change in the state of domestic and/or overseas securities markets that jeopardise the success of the Offer; or
(xi) There is in the opinion of the Underwriter any material adverse change in the financial position or prospects of the Company.

Plato is a related party of the Company for the purposes of Chapter 2E of the Corporations Act. The Directors, other than Mr Nikolaenko, consider the terms of the underwriting agreement with Plato to be reasonable in the circumstances having regard to a number of factors, including a review of underwriting fees paid in other non-related rights issues in the previous 12 months and the ability of the Company to secure another party to underwrite the Offer. For that reason, the Directors have relied on the arms' length exception in section 210 of the Corporations Act and Shareholder approval for the purposes of Chapter 2E of the Corporations Act was not sought for the financial benefit, being the payment of the Underwriting Fee to Plato, provided under the Underwriting Agreement. Mr Nikolaenko was not involved in Board deliberations in relation to the terms of the underwriting agreement given his material personal interest in the matter.

Effect of the Underwriting on the Company's Issued Capital

Mr Nikolaenko currently has a relevant interest in 89,061,050 shares in the Company or 10.42% of the total issued capital.

Following the Entitlements Issue, Mr Nikolaenko will hold between 10.42% and 33.75% of the issued share capital of the Company.

The following tables outlines Mr Nikolaenko's interest on various take up scenarios:

TakeupofEntitlementsOffer		100%	50%	25%	0%

CurrentIssuedCapital		854,561,658	854,561,658	854,561,658	854,561,658
Entitlements IssueShares		854,561,658	427,280,829	213,640,415	-
Shortfall		-	427,280,829	640,921,244	854,561,658

SharesUnderwritten		-	427,280,829	500,000,000	500,000,000
TakenupbyUnderwriter	(a)	-	314,585,510	368,125,000	368,125,000
Taken up by SubUnderwriters		-	112,695,319	131,875,000	131,875,000
MrNikolaenkoCurrent Holding	(b)	89,061,050	89,061,050	89,061,050	89,061,050
UnderwritersEntitlementtakenup under the Offer	(c)	89,061,050	44,530,525	22,265,263	-
MrNikolaenkoNew Holding	(a)+(b)+(c)	178,122,100	448,177,085	479,451,313	457,186,050
%ofIssuedCapital		10.42%	26.22%	30.57%	33.75%
NewIssuedCapital		1,709,123,316	1,709,123,316	1,568,202,073	1,354,561,658

2.7.2 Sub-Underwriting by others

In conjunction with the underwriting by Plato, an amount of 131,875,000 New Securities will be sub-underwritten by other creditors of the Company including Directors Mr Elliott and Mr Gilfillan ("Sub-Underwriters"). Additional sub-underwriters may be sourced by the Underwriter, subject to the terms of the Underwriting Agreement and the Corporations Act. The sub-underwriting agreements with the various parties are all on the same terms as follows:

(a) The Sub-Underwriters will not be entitled to a fee ; and
(b) The sub-underwriting commitments of the Sub-Underwriters may be terminated at any time after the happening of any of the events noted in section 2.7.1(c) on or before the time at which the Sub-Underwriter is required to lodge or caused to be lodged with the Company an application for Shares.

Mr Elliott's sub-underwriting obligation is for 15,937,500 shares and this will be satisfied against and is in partial satisfaction of outstanding directors fees owed by the Company to Mr Elliott of $42,500 for the period 1 February 2014 to 30 June 2015.

Mr Gilfillan's sub-underwriting obligation is for 97,500,000 shares will be set off against and is in partial satisfaction of outstanding directors fees of $60,000 for the period 1 July 2013 to 30 June 2015 and a debt owed by the Company to Mr Gilfillan in relation to the sale of the Unaly Hill Project of $150,000.

Neither Mr Elliott nor Mr Gilfillan will receive a sub-underwriting fee in relation to the subunderwritings. None of the sub-underwriters will acquire an interest greater than 20% of the issued capital of the Company as a result of the Offer.

Voting power of Sub-Underwriters
Name	At Date ofProspectus	At completion of Offer
		100% take50% take25% takeupupup			0% takeup
Peter Elliott	-	-	0.80%	1.02%	1.18%
Ed Gilfillan	0.47%	0.47%	5.23%	6.54%	7.49%
Othersubunderwriters	-	-	0.92%	1.18%	1.36%

The maximum voting power Mr Elliott and Mr Gilfillan will receive in the Company is as follows:

Messrs Elliott and Gilfillan are related parties of the Company for the purposes of Chapter 2E of the Corporations Act. The Directors consider the financial benefit being given to Messrs Elliott and Gilfillan under the sub-underwriting agreement to fall within the arms' length exception to the requirement to seek Shareholder approval under section 210 of the Corporations Act. Given a fee is not being paid to the sub-underwriters, the Directors considered that the financial benefit is being given on terms less favourable than if the parties were dealing at arms' length. The Directors also considered the fact that at the time of this Prospectus they were unable to secure any sub-underwriters to the Offer that were not related parties of the Company. For that reason, Shareholder approval for the purposes of Chapter 2E of the Corporations Act was not sought for the Sub-Underwriting Agreement.

2.8 Capital Structure

Pursuant to the Offer, the Company is intending to issue approximately 854,561,658 New Shares and 854,561,658 New Options.

The following is a summary of the Company's capital structure and effect of the Offer.

Prior to the Offer
Ordinary Shares	854,561,658

On completion of the Offer *
Ordinary Shares	1,709,123,316
Options with an exercise price of $0.003 and an expirydate of 30 November 2016	854,561,658

* assuming the Offer is fully subscribed.

2.9 Allocation and Allotment of New Shares and attaching New Options

The Offer pursuant to this Prospectus may be accepted in whole or in part.

Subject to ASX granting approval for quotation of the New Shares and New Options, the allotment of the New Shares and New Options will occur as soon as practicable after the Offer closes.

Statements of New Share holdings and New Option holdings will be dispatched as required by ASX.

2.10 Application Monies to be Held in Trust

The Application Monies for the New Shares with attaching New Options to be issued pursuant to the Offer will be held on trust in a separate bank account on behalf of Applicants until the New Shares with attaching New Options are allotted. 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.

2.11 Expenses of the Offer

The expenses which are payable by the Company for advisory fees, legal fees, printing fees and other costs incurred in preparing and distributing this Prospectus in respect of the Offer are estimated to be approximately $76,387. Further details on all expenses incurred by the Company are included in section 6.8.

2.12 Quotation of New Shares and attaching New Options

The Company will apply to ASX for quotation of the New Shares and New Options within seven days after the date of this Prospectus. If an application for quotation of the New Shares and New Options is not made within seven days after the date of this Prospectus, or ASX does not grant permission for official quotation of the New Shares and New Options within three months after the date of this Prospectus, applications will be dealt with in accordance with section 724 of the Corporations Act. No interest will be paid on any returned Application Money.

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

2.13 How to Apply for New Shares and New Options

Instructions as to how to apply for New Shares and New Options and complete the Entitlement and Acceptance Form are included on the reverse of the Entitlement and Acceptance Form There is no requirement to return the Entitlement and Acceptance Form if you are paying by electronic means. Your payment will not be accepted after 5.00pm (WST) on the Closing Date and no Shares will be issued to you in respect of that application. In determining Entitlements, any fractional entitlement will be rounded down to the nearest whole number.

Your acceptance of the Offer must be made on the Entitlement and Acceptance Form accompanying this Prospectus.

By making your payment using either BPAY or by cheque, bank draft or money order, you confirm that you agree to all of the terms and conditions of the Black Ridge Mining NL Entitlement Issue Prospectus.

You may participate in the Offer as follows:

(a) if you wish to accept your Entitlement in full and apply for additional Shares which may be available if not all Eligible Shareholders accept their Entitlement in full:
- (i) pay the amount determined by multiplying the number of Shares you wish to apply for (including your Entitlement) by the issue price of $0.002 via BPAY using the BPAY code and personalised reference number indicated so that the funds are received before 5.00pm (WST) on the Closing Date; or
- (ii) complete the Entitlement and Acceptance Form, including the section regarding applying for additional Shares in excess of your Entitlement and attach your cheque for the appropriate application monies (at $0.002 per Share) so that it is received before 5.00pm (WST) on the Closing Date;
(b) if you wish to accept your Entitlement in full:
- (i) pay the amount indicated on your Entitlement and Acceptance Form via BPAY using the BPAY code and personalised reference number indicated so that the funds are received before 5.00pm (WST) on the Closing Date; or
- (ii) complete the Entitlement and Entitlement and Acceptance Form, filling in the details in the spaces provided and attach your cheque for the amount indicated on your Entitlement and Entitlement and Acceptance Form so that it is received before 5.00pm (WST) on the Closing Date;
(c) if you only wish to accept part of your Entitlement:
- (i) pay a lesser amount than indicated on your Entitlement and Acceptance Form via BPAY using the BPAY code and personalised reference number indicated so that the funds are received before 5.00pm (WST) on the Closing Date; or
- (ii) fill in the number of Shares you wish to accept in the space provided on the Entitlement and Acceptance Form and attach your cheque for the appropriate application monies (at $0.002 per Share) so that it is received before 5.00pm (WST) on the Closing Date; or
(d) if you do not wish to accept any of your Entitlement, you are not obliged to do anything.

Your payment will not be accepted after 5.00pm (WST) on the Closing Date and no Shares will be issued to you in respect of that application.

If you have multiple holdings you will have multiple BPAY reference numbers. To ensure you receive your Shares in respect of that holding, you must use the specific biller code and the customer reference number shown on each personalised Entitlement and Acceptance Form when paying for any Shares that you wish to apply for in respect of that holding.

Please note that if you inadvertently use the same Customer Reference Number for more than one of your applications, you will be deemed to have applied for the entitlement to which that Customer Reference Number applies and any excess amount will be deemed to be an application for ADDITIONAL Shares.

Your cheque, bank draft or money order should be made payable to Black Ridge Mining NL – Entitlement Issue Account in Australian currency and crossed "Not Negotiable". Your cheque or bank draft must be drawn on an Australian branch of a financial institution.

Your payment must be received by no later than 5.00 pm WST on Thursday 9 July 2015. Applicants should be aware that their own financial institution may implement earlier cut off times with regard to electronic payment, and should therefore take this into consideration when making payment. It is the responsibility of the applicant to ensure that funds submitted through BPAY are received by this time.

2.14 Shortfall

If you do not wish to take up any part of your Entitlement, you are not required to take any action. That part of your Entitlement not taken up will form part of the Shortfall.

If any Shortfall remains after Shareholders have taken up their Entitlements, the Directors reserve the right pursuant to ASX Listing Rule 7.2 (exception 3) to allot and issue any Shortfall with parties selected by them.

All Shortfall will be placed within 3 months of the Closing Date and will be issued on the same terms as are being offered to Shareholders pursuant to this Prospectus. New Shares with attaching New Options not taken up by Shareholders will not be placed to the Directors or any related parties of the Directors, without Shareholder approval, unless pursuant to the Underwriting Agreement and Sub-Underwriting Agreement.

In order to minimise the take-up by the Underwriters and sub-underwriters and thereby minimise control issues, the Company will allocate Shortfall Shares with a first priority to Eligible Shareholders who subscribe for their Rights in full and apply for Shortfall Shares by the Closing Date, a second priority to unrelated parties applying for Shortfall Shares by the Closing Date and a third priority to the Underwriter and sub-underwriters. The Company will not allocate Shortfall Shares to Eligible Shareholders or unrelated parties applying for Shortfall Shares to the extent that their voting power would exceed 20%.

2.15 CHESS and Issuer Sponsorship

The Company operates an electronic CHESS sub-register and an electronic issuer sponsored sub-register. These two sub-registers make up the Company's register of securities. The Company will not issue certificates to New Shareholders and New Option holders. Rather, holding statements (similar to bank statements) will be dispatched to New Shareholders and New Option holders as soon as practicable after allotment. Holding statements will be sent either by CHESS (for New Shareholders and New Optionholders who elect to hold New Shares and New Options on the CHESS sub-register) or by the Company's Share Registry (for New Shareholders and New Optionholders who elect to hold their New Shares and New Options on the Issuer sponsored sub-register). The statements will set out the number of New Shares and New Options allotted under the Prospectus and provide details of a Shareholder's Holder Identification Number (for New Shareholders and New Optionholders who elect to hold New Shares and New Options on the CHESS sub register) or Reference Number (for New Shareholders who elect to hold their New Shares and New Options on the issuer sponsored sub-register). Updated holding statements will also be sent to each New Shareholder and New Optionholder following the month in which the balance of their holding of New Shares or New Options changes, and also as required by the ASX Listing Rules or the Corporations Act.

2.16 Risks

As with any share or option investment, there are risks associated with investing in the Company. The principal risks that could affect the financial and market performance of the Company are detailed in Section 4 of this Prospectus. The New Shares and attaching New Options on offer under this Prospectus should be considered speculative in nature. Accordingly, before deciding to invest in the Company, Applicants should read this Prospectus in its entirety and should consider all factors in light of their individual circumstances and seek appropriate professional advice.

Factors affecting an investment in the Company include stock market fluctuations, competition risks, exploration and development risks, foreign currency exchange rate fluctuations, economic risks and external market factors, additional requirements for capital, regulatory issues and governmental policy regarding environmental protection.

Investors are directed to Section 4 of this Prospectus which sets out certain key risks associated with making an investment in the Company.

2.17 Overseas Investors

The Offer contained in this Prospectus is only available for acceptance by Shareholders with a registered address as at the Record Date in Australia and New Zealand. This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or to extend such an invitation. No action has been taken to register this Prospectus or otherwise to permit a public offering of New Shares and attaching New Options in any jurisdiction outside Australia or New Zealand.

The New Shares with attaching New Options are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of New Shares and attaching New Options is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand).

In accordance with the Securities Act (Overseas Companies) Exemption Notice 2002 (NZ), a person who, on the Record Date was registered as a holder of Shares with a New Zealand address but who, as at the time of this Offer no longer holds Shares is not eligible to participate in this Offer.

2.18 Privacy Disclosure

Persons who apply for New Shares with attaching New Options pursuant to this Prospectus are asked to provide personal information to the Company, either directly or through the Share Registry. The Company and the Share Registry collect, hold and use that personal information to assess applications for New Shares with attaching New Options, to provide facilities and services to Shareholders, and to carry out various administrative functions. Access to the information collected may be provided to the Company's agents and service providers and to ASX, ASIC and other regulatory bodies on the basis that they deal with such information in accordance with the relevant privacy laws. If the information requested is not supplied, applications for New Shares with attaching New Options will not be processed. In accordance with privacy laws, information collected in relation to specific Shareholders can be obtained by that Shareholder through contacting the Company or the Share Registry.

2.19 Taxation

It is the responsibility of all persons to satisfy themselves of the particular taxation treatment that applies to them by consulting their own professional tax advisers before investing in the New Shares with attaching New Options. Taxation consequences will depend on particular circumstances. Neither the Company nor any of its officers accept any liability or responsibility in respect of the taxation consequences of the matters referred to above or any other taxation consequences connected with an investment in the New Shares with attaching New Options in the Company or dealing with an Entitlement under this Offer.

2.20 Enquiries

This document is important and should be read in its entirety. Persons who are in any doubt as to the course of action to be followed should consult their stockbroker, solicitor, accountant or other professional adviser without delay.

If you have any queries regarding your Entitlement, please contact the Company Secretary by telephone on +61 8 9382 8822 or your stockbroker or professional adviser

Questions relating to the completion of the Entitlement and Acceptance Forms can be directed to the Company's Share Registry, Advanced Share Registry Services on +61 8 9389 8033.

SECTION 3: RIGHTS ATTACHING TO SECURITIES

3.1 Terms and Conditions of New Options

The New Options are granted on the following terms and conditions:

(a) Each New Option entitles the holder to acquire one fully paid Ordinary Share in the Company.
(b) The New Options may be exercised at any time on or before 5.00pm (WST) on 30 November 2016. Each New Option may be exercised by forwarding to the Company at its principal office the exercise notice, duly completed, together with payment of the sum of 0.3 cents ($0.003) per New Option exercised. The New Options will lapse at 5.00pm (WST) on 30 November 2016.
(c) The New Options may be transferred by an instrument (duly stamped where necessary) in the form commonly used for transfer of New Options at any time until 5.00pm (WST) on 30 November 2016, being the date the New Options expire. This right is subject to any restrictions on the transfer of a New Option that may be imposed by ASX.
(d) New Option holders can only participate in new issues of securities provided they have first exercised their New Options in which case the New Option holders shall be afforded the period of at least nine (9) business days prior to and inclusive of the record date (to determine entitlements to the issue) to exercise the New Options.
(e) Ordinary Shares issued on the exercise of New Options will be issued not more than fourteen (14) days after receipt of a properly executed exercise notice and application moneys. Ordinary Shares allotted pursuant to the exercise of a New Option will rank equally with the then issued ordinary shares of the Company in all respects. If the Company is listed on ASX it will, pursuant to the exercise of an Option, apply to ASX for Quotation of the Ordinary Shares issued as a result of the exercise, in accordance with the Corporations Act and the Listing Rules.
(f) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the option holder will be changed to the extent necessary to comply with the Listing Rules applying to the reconstruction of capital at the time of the reconstruction.
(g) If there is a bonus issue to shareholders, the number of Ordinary Shares over which the New Option is exercisable may be increased by the number of Ordinary Shares which the holder of the New Option would have received if the New Option had been exercised before the record date for the bonus issue.
(h) In the event that a pro rata issue (except a bonus issue) is made to the holders of the underlying securities in the Company, the exercise price of the Options may be reduced in accordance with Listing Rule 6.22.

3.2 Terms and Conditions of Ordinary Shares

The rights attaching to the Ordinary Shares are derived through a combination of statute, the Company's constitution, common law, the Listing Rules and other applicable legislation. The following is a broad summary (though not an exhaustive or definitive statement) of the current rights that attach to Ordinary Shares in the Company.

3.2.1 Voting Rights

Subject to any rights or restrictions attached to any class of shares, whether by their issue, the Constitution, the Listing Rules or the Corporations Act, at a general meeting each Shareholder present in person or by proxy, company representative or attorney, is entitled to one vote on a show of hands. Upon a poll, every Shareholder present in person or by proxy, company representative or attorney, is entitled to one vote for each fully paid Ordinary Share that the Shareholder holds.

3.2.2 General Meetings

Each Shareholder is entitled to receive notice of and to be present, to vote and to speak at a general meeting of the Company. Further, each Shareholder is entitled to receive all notices, accounts and other documents required to be furnished to Shareholders under the constitution of the Company, the Listing Rules or the Corporations Act.

3.2.3 Dividend Rights

The Company may in general meeting declare a dividend which shall not exceed the amount recommended by Directors. The Company does not expect to pay dividends in the short to medium term.

3.2.4 Transfer of Shares

Subject to the constitution of the Company, the Corporations Act, the ASTC Settlement Rules and the Listing Rules, Ordinary Shares are freely transferable. Ordinary Shares may only be transferred by a proper instrument in writing delivered to the Company, and the transferor is deemed to remain the holder of the Ordinary Shares until the name of the transferee is entered into the Company's register of members. The Company may decline to register a transfer where permitted by law, the Listing Rules or the ASTC Settlement Rules.

3.2.5 Changes in Capital

Subject to the Corporations Act, the constitution of the Company and the Listing Rules, the Directors may consolidate, or divide the Ordinary Shares, allot, issue or otherwise dispose of new Ordinary Shares on such terms and conditions as they determine.

3.2.6 Variation of Rights

The Company may only modify or vary the rights attaching to any class of Ordinary Shares by a special resolution of the Company and a special resolution passed at a meeting of the holders of the issued Ordinary Shares of that class.

3.2.7 Rights on Winding Up

Subject to the rights of holders of Ordinary Shares with special rights in a winding up (at present there are none), on a winding up of the Company all assets that may be legally distributed among members will be distributed in proportion to the number of Ordinary Shares held by them, irrespective of the amount paid up.

SECTION 4: RISK FACTORS

4.1 Risks Associated with Investment

Prospective investors should be aware that the market price of the New Shares and attaching New Options following official quotation may be influenced by many unpredictable factors and that subscribing for New Shares with attaching New Options involves various risks. The value of the Company's securities on the ASX may rise and fall depending on a range of factors, some of which are beyond the control of the Company.

The Company is a minerals exploration company and is in its early development stage. Any profitability in the future from the Company's business will be dependent upon the successful delineation, development, production and marketing of iron ore and other minerals from the Company's projects.

This Prospectus carries no guarantee with respect to the return of capital or price at which the New Shares and attaching New Options will trade.

The factors detailed below should be considered by any potential investors; however, this is by no means an exhaustive list of the risks that may affect the Company.

4.2 Specific Risks

4.2.1 Control of the Company & Dilution

As at the date of this Prospectus, the Company has 854,561,658 Shares on issue.

Assuming the Underwriting Agreement is not terminated for any reason before the Record Date, the Company will issue 854,561,658 New Shares under the Offer and will have between 1,354,561,658 and 1,709,123,316 Shares on issue, depending on the level of take up.

If all of the Eligible Shareholders under the Offer accept their Rights in full, then the Offer will have no effect on the control of the Company. In this case, Eligible Shareholders will maintain their percentage shareholding interest in the Company.

Mr Nikolaenko's voting power in the Company will increase if there is an issue of Shares under the Underwriting Agreement (see section 2.7).

The potential change to the voting power of Plato (an entity associated with Director Mr Nikolaenko) and related parties of Plato, assuming different scenarios under the Offer is shown in the table below.

Voting power of Plato Mining Pty Ltd (including its associates)
Name	At Date ofProspectus	At completion of Offer
		100% take50% take up25% take0% takeupupup
Plato Mining Pty Ltd	10.42%	10.42%26.22%30.57%33.75%

There is a possibility that Mr Nikolaenko will acquire a large percentage interest in the Company and become the Company's major Shareholder. If Eligible Shareholders do not take up their entitlement their interest in the Company could be reduced by up to 50%.

However Plato Mining Pty Ltd has informed the Company that on the facts and circumstances presently known to it, it is supportive of the Company's current direction and it does not currently intend to make any major changes to the Company's direction and objectives, and that other than as disclosed in this Prospectus:

(a) does not currently intend to make any changes to the Company's existing business;
(b) does not currently intend to inject further capital into the Company other than in underwriting the Offer;
(c) does not currently intend for any property to be transferred between the Company and it or any person associated with it;
(d) does not currently intend to redeploy the Company's fixed assets; and
(e) does not currently intend to change the Company's existing financial or dividend policies.

4.2.2 Future Capital Needs – Material Uncertainty Regarding Continuation as a Going Concern

Further funding of projects may be required by the Company to support its ongoing activities and operations. There can be no assurance that such funding will be available on satisfactory terms or at all. Any inability to obtain funding will adversely affect the business and financial condition of the Company and, consequently, its performance and could result in suspension from the ASX and/or administration.

4.2.3 Operating Risks

The operations of the Company may be affected by various factors, including failure to locate or identify 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.

4.2.4 Compliance Risk

The Company has acquired an interest in various mining tenements in Western Australia's Mid West region. Title to these tenements is subject to the Company, as tenement holder, complying with the terms and conditions of each tenement, including the minimum annual expenditure commitments. There is a risk that if the Company does not comply with the terms and conditions of each tenement, it may lose its interest in the relevant tenement.

The Company has implemented appropriate policies and practices to mitigate the risk that the terms and conditions attaching to each of the tenements it has acquired an interest in are not complied with.

4.3 General Risks

4.3.1 Economic and Government Risks

The future viability of the Company is also dependent on a number of other factors affecting performance of all industries and not just the exploration and mining industries including, but not limited to, the following:

general economic conditions in Australia and its major trading partners;
changes in Government policies, taxation and other laws;
the strength of the equity and share markets in Australia and throughout the world, and in particular investor sentiment towards the commodities (resources) sector;
movement in, or outlook on, interest rates and inflation rates; and
natural disasters, social upheaval or war in Australia or overseas.

4.3.2 Commercialisation Risks

Even if the Company discovers commercial quantities of minerals, there is a risk the Company will not achieve a commercial return. The Company may not be able to transport the minerals at a reasonable cost or may not be able to sell the minerals to customers at a rate which would cover its operating and capital costs. The Company has to receive regulatory and environmental approval to convert its exploration permits into production concessions. There is a risk that these approvals may not be obtained.

4.3.3 Exploration Risk

The successful exploration and development of mineral properties is speculative. Most exploration projects do not result in the discovery of commercially viable deposits. The mineral tenements of the Company are at various stages of exploration. There can be no assurance that exploration of tenements held or acquired by the Company in the future, will result in the discovery of an economic deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited into a producing mine.

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 the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company's viability.

4.3.4 Share Market

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 including but not limited to the following:

general economic outlook;
interest rates and inflation rates;
currency fluctuations;
mineral price fluctuations;
changes in investor sentiment toward particular market sectors;
the demand for, and supply of, capital;
terrorism or other hostilities; and
other factors beyond the control of the Company.

In particular, potential investors should be aware that the Ordinary Share price may trade at a price below the exercise price of the New Options. This will affect the value of the New Options.

4.3.5 Commodity Price and Exchange Rate Risk

As the Company's potential earnings will be largely derived from the sale of mineral commodities, either in processed or concentrate forms, the Company's future revenues and cash flows will be impacted by changes in the prices of these commodities. Commodity prices fluctuate and are affected by numerous factors beyond the control of the Company. These factors include current and expected future supply and demand, forward selling by producers, production cost levels in major metal producing centres as well as macroeconomic conditions such as inflation and interest rates.

Furthermore, the international prices of most commodities are denominated in United States dollars while the Company's cost base will be in Australian dollars. Consequently changes in the Australian dollar exchange rate will impact on the earnings of the Company. The exchange rate is affected by numerous factors beyond the control of the Company, including interest rates, inflation and the general economic outlook.

4.3.6 Insurance Risks

Insurance coverage of all risks associated with minerals exploration, development and production is not always available and, where available, the cost can be high. The Company will have insurance in place considered appropriate for the Company's needs. The Company will not be insured against all possible losses, either because of the unavailability of cover or because the Directors believe the premiums are excessive relative to the benefits that would accrue. The Directors believe that the insurance they have in place is appropriate. The Directors will continue to review the insurance cover in place to ensure that it is adequate.

4.3.7 Competition Risk

The industry in which the Company will be involved is subject to domestic and global competition. Although the Company will undertake all reasonable due diligence in its business decisions and operations, the Company will have no influence or control over the activities or actions of its competitors, which activities or actions may, positively or negatively, affect the operating and financial performance of the Company's projects and business.

4.3.8 Liquidity Risk

There is no guarantee that there will be an ongoing liquid market for Shares. Accordingly, there is a risk that, should the market for Shares become illiquid, Shareholders will be unable to realise their investment in the Company.

SECTION 5: EFFECT OF THE OFFER

5.1 Use of Funds

Under the Offer, approximately 854,561,658 New Shares with 854,561,658 attaching New Options are available for issue and will be issued if the Offer is fully subscribed.

After expenses of the Offer, the proceeds from the Offer of New Shares with attaching New Options will be approximately $1,632,736 (assuming that the Offer is fully subscribed). These funds will be applied to the general working capital requirements of the Company over the next 12 months, specifically in relation to outstanding payables and on exploration at the Company's WA project at Unaly Hill and to progress through its wholly owned subsidiary company, Oil & Gas SE Pty Ltd, the Seismoelectric exploration technology, PetroLocate, to Oil and Gas exploration companies through the regions of Australia, Indonesia, Thailand, Malaysia, Myanmar and Cambodia.

If the Offer is not fully subscribed, Shares are issued under the Underwriting Agreement and sub-underwriting agreements and the underwriting parties elect to set off the debt owed to them against the underwritten Shares (as detailed in section 2.7 of the Prospectus) instead of paying funds to the Company for the underwritten Shares (based on the issue price under the Offer of $0.002 per New Share), the proceeds of the Offer will be reduced accordingly.

Use of Funds	100% take up	50% take up	25% take up
Exploration Unaly Hill	150,000	150,000	100,000
DevelopmentofPetroLocateTechnology	250,000	250,000	200,000
Paymentofoutstandingdebttorelated parties	1,047,500	192,938	-
General working capital	185,236	185,237	51,652
Expenses of the Offer	76,387	76,387	75,629
Total Proceeds	$1,709,123	$854,562	$427,281

The proceeds of the Offer will be used as follows:

Note: 1 Please refer to Section 6.8 of this Prospectus for further details of the expenses of the Offer.

5.2 Effect of the Offer

Assuming the Offer is fully subscribed the principal effect of the Offer will be to increase cash reserves by approximately $1,632,736 after deducting estimated expenses of the Offer.

Please see Section 2.8 of this Prospectus for further details regarding the effect of the Offer on the Company's capital structure.

5.3 Pro Forma Balance Sheet

Set out below is:

(a) a balance sheet of the Company as at 31 December 2014 as reviewed by auditors ; and
(b) an unaudited pro-forma balance sheet of the Company as at 31 December 2014 incorporating the effect of the Offer, assuming 100% take up by Shareholders.

	Reviewed BalanceSheet as at 31December 2014	Unaudited ProformaBalance Sheet as at 31December 2014
	$	$
ASSETS
Current assets
Cash and cash equivalents	44,500	1,677,236
Trade and other receivable	3,806	3,806
Total current assets	48,306	1,681,042

Non-current assetsExploration expenditure	1,871,068	1,871,068
Total non-current assets	1,871,068	1,871,068
TOTAL ASSETS	1,919,374	3,552,110
LIABILITIES
Current liabilities
Trade & Other payables	553,192	553,192
Interest bearing liabilities	1,811,050	1,811,050
Total current liabilities	2,364,242	2,364,242

TOTAL LIABILITIES	2,364,242	2,364,242

NET LIABILITIES	(444,868)	1,187,868

EQUITYIssued Capital	20,390,385	22,099,508
Accumulated losses	(20,835,253)	(20,911,640)
	(444,868)	1,187,868
DEFICIT IN SHAREHOLDERS FUNDS

The Reviewed Consolidated Statement of Financial Position as at 31 December 2014 and the unaudited Pro Forma Statement of Financial Position as at 31 December 2014 shown above have been prepared on the basis of 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 New Shares with attaching New Options pursuant to the Offer in this Prospectus are issued.

The unaudited Statement of Financial Position has been prepared to provide Shareholders with information on the assets and liabilities of the Company and pro-forma assets and liabilities of the Company.

SECTION 6: ADDITIONAL INFORMATION

6.1 Nature of this Prospectus

This Prospectus is issued under the special prospectus content rules for continuously quoted securities in section 713 of the Corporations Act. This enables listed disclosing entities, such as the Company, to issue a prospectus for continuously quoted securities with modified disclosure requirements if they satisfy certain requirements.

The information in this Prospectus principally concerns the terms and conditions of the Offer and the information reasonably necessary to make an informed assessment of:

(a) the effect of the Offer on the Company; and
(b) the rights and liabilities attaching to the New Shares and New Options offered by this Prospectus.

The 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. Shareholders should therefore also have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest in the Company.

6.2 Continuous Reporting and Disclosure Obligations

The Company is listed on ASX and its Ordinary Shares, are quoted on ASX under the code "BRD".

The Company is a "disclosing entity" for the purposes of the Corporations Act. As such, it is subject to regular reporting and disclosure obligations, which require it to disclose to ASX any information of which it is or becomes aware concerning the Company and which a reasonable person would expect to have a material effect on the price or value of securities of the Company.

Copies of documents lodged with ASIC in relation to the Company may be obtained from, or inspected at, an office of ASIC.

The Company will provide a copy of all documents used to notify ASX of information relating to the Company under the provisions of the Listing Rules since the lodgement of the Company's Half Year Report on 13 March 2015 free of charge to any Shareholder who so requests prior to the Closing Date. A list of those documents for the period ended 13 March 2015 to the time of lodging this Prospectus is set out in Section 7.

The Company will also provide its 2014 Annual Financial Report and its most recent Half Year Report to Shareholders free of charge to any Shareholder who so requests prior to the Closing Date.

6.3 Market Prices of Ordinary Shares

The highest and lowest recorded closing market sale prices of the Ordinary Shares quoted on ASX during the three month period immediately prior to the date of this Prospectus were $0.004 on 22 April 2015 and $0.001 between 5 March & 20 April 2015 respectively.

The last closing market sale price of the Ordinary Shares on ASX on the last day that trading took place in the Ordinary Shares prior to the date of this Prospectus was $0.002 on Thursday 4 June 2015.

6.4 Litigation

So far as the Directors are aware, the Company is not involved in any legal proceedings, current, pending or threatened.

6.5 Directors' Interests

Other than as set out below or elsewhere in this Prospectus, no Director has, or had within two years before lodgement of this Prospectus with ASIC, any interest in:

(a) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; or
(b) the Offer,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any Director:

(c) to induce him to become, or to qualify him as, a Director; or
(d) for services rendered by him in connection with the formation or promotion of the Company or the Offer.

All Directors have stated that they currently intend to take up their full Entitlement under the Offer. The direct and indirect interests of the Directors in the securities of the Company as at the date of this Prospectus are as follows:

	Ordinary Shares
Director	Indirect
Peter Elliott	-
Vladimir Nikolaenko	89,061,050
Ed Gilfillan	4,009,684

The Directors confirm that:

(a) Each Director is a party to a Deed of Access and Indemnity with the Company.
(b) The Company has effected Directors' and Officers' Liability and Corporate Reimbursement insurance on behalf of the Directors. The Company intends to maintain this insurance.

6.6 Consents

Wembley Corporate Services Pty Ltd has given and has not before lodgement of this Prospectus withdrawn its written consent to be named in the Prospectus as the Company's compliance manager in the form and context in which it is named.

Somes Cooke Pty Ltd has given and has not before lodgement of this Prospectus withdrawn its written consent to be named in the Prospectus as the Company's auditors in the form and context in which it is named.

Advanced Share Registries Ltd has given and has not before lodgement of this Prospectus withdrawn its written consent to be named in the Prospectus as the Company's share registrar in the form and context in which it is named.

None of Wembley Corporate Services Pty Ltd, Somes Cooke nor Advanced Share Registries Ltd have made any statement included in this Prospectus, nor any statement on which a statement in this Prospectus is based and do not accept any responsibility for the contents of

this Prospectus.

6.7 Disclosure of Interests of Non-Directors

No 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 holds, or has held within two years before lodgement of this Prospectus with 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; or
(c) the Offer, other than as set out below or elsewhere in this Prospectus.

No person has paid or agreed to pay any amount or has given or agreed to give any benefit to an underwriter, or a 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, for services rendered by that person in connection with the formation or promotion of the Company or the Offer, other than as set out below or elsewhere in this Prospectus.

6.8 Expenses of the Offer

The expenses of the Offer are estimated as follows:

Take up	100%	50%	25%
Advisor Fees	5,000	5,000	5,000
ASIC Fees	2,290	2,290	2,290
ASX Fees	6,697	6,697	5,939
Other costs including printing & postage	2,400	2,400	2,400
Underwriting fee	60,000	60,000	60,000
Total	$76,387	$76,387	$75,629

6.9 Electronic Prospectus

Pursuant to Class Order 00/044, 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 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 relevant Entitlement and Acceptance Form. If you have not, please contact 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 Entitlement and Acceptance Form from a person if it has reason to believe that when that person was given access to the electronic version of the Entitlement and Acceptance 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.

SECTION 7: INFORMATION AVAILABLE TO SHAREHOLDERS

The Company will provide a copy of each of the following documents, free of charge, to any Shareholder who so requests:

(a) the Half Year Report for the Company for the period ended 31 December 2014; and
(b) the documents set out below used to notify ASX of information relating to the Company during the period after lodgment of the Annual Financial Report of the Company for the period ended 31 December 2014 and prior to the date of this Prospectus.

Date	ASX Announcement
18/05/2015	Appointment of Geo-Science Technical Advisor
06/05/2015	Response to ASX Appendix 5B Query
30/04/2015	Quarterly Activities & Cashflow Report
22/04/2015	Appendix 3B
21/04/2015	Exclusive Agreement signed for Seismoelectric Technology

Please note that all of the above documents are available from the ASX webpage at www.asx.com.au.

SECTION 8: DIRECTORS' CONSENT

This Prospectus is dated 5 June 2015 and is issued by Black Ridge Mining NL.

The Directors have made all reasonable enquires and on that basis have reasonable grounds to believe that any statements made by the Directors in this Prospectus are not misleading or deceptive and that in respect to any other statements made in this Prospectus by persons other than Directors, the Directors have made reasonable enquires and on that basis have reasonable grounds to believe that persons making the statement or statements were competent to make such statements, those persons have given their consent to the statements being included in this Prospectus in the form and context in which they are included and have not withdrawn that consent before lodgement of this Prospectus with ASIC, or to the Directors knowledge, before any issue of New Options pursuant to this Prospectus.

This Prospectus is prepared on the basis that certain matters may reasonably be expected to be known to likely investors or their professional advisors.

Each of the Directors of Black Ridge Mining NL has consented to the lodgement of this Prospectus in accordance with section 720 of the Corporations Act and has not withdrawn that consent.

Signed for and on behalf of Black Ridge Mining NL.

Peter Elliott Chairman 5 June 2015

SECTION 9: DEFINITIONS

"Entitlement and Acceptance Form" means the personalised Entitlement and Acceptance Form accompanying this Prospectus.

"Applicant" means an applicant for New Shares with attaching New Options who duly completes an Entitlement and Acceptance Form and pays the applicable Application Money.

"Application" means a valid application for New Shares with attaching New Options under this Prospectus.

"Application Money" means the aggregate amount of money payable for New Shares with attaching New Options applied for in the Entitlement and Acceptance Form.

"ASIC" means the Australian Securities and Investments Commission.

"ASX" means ASX Limited (ABN 98 008 624 691).

"Business Day" means any day which is defined to be a Business Day pursuant to Listing Rule 19.12 of the Listing Rules.

"CHESS" means Clearing House Electronic Sub-register System of ASX Settlement and Transfer Corporation Pty Ltd (ACN 008 504 532).

"Closing Date" means 5:00 pm (WST) on 9 July 2015 or such other date as may be determined by the Directors consistent with this Prospectus.

"Company" means Black Ridge Mining NL (ABN 48 083 274 024).

"Corporations Act" means the Corporations Act 2001 (Cth).

"Constitution" means the constitution of the Company.

"Cth" means the Commonwealth of Australia.

"Directors" means the directors of the Company.

"Dollars" or "$" means dollars in Australian currency.

"Eligible Shareholder" means a means a Shareholder whose details appear on the Register as at the Record Date.

"Exercise Price" means the exercise price of the New Options being $0.003.

"GST" means goods and service tax levied in Australia pursuant to A New Tax System (Goods and Services Tax) Act 1999 (Cth).

"Listing Rules" means the Listing Rules of the ASX.

"New Option" means an option to acquire one fully paid Ordinary Share in the Company issued pursuant to this Prospectus at an exercise price of $0.003 (0.3 cents) per New Option at any time up to 5.00pm (WST) 30 November 2016.

"New Optionholders" means any holders of New Options in the Company.

"Offer" means the offer of approximately 854,561,658 New Shares and 854,561,658 New Options under this Prospectus.

"Option" means an option to acquire an Ordinary Share in the capital of the Company.

"Optionholder" means the holder of an Option as recorded in the register of the Company.

"Ordinary Share" means a fully paid ordinary share in the Company.

"Prospectus" means this prospectus dated 5 June 2015.

"Record Date" means the date to determine who is eligible to be offered New Options in accordance with this Prospectus which is 5:00pm (WST) on 15 June 2015.

"Register" means the register of Shareholders.

"SCH Business Rules" means the business rules of ASX Settlement Pty Ltd (ACN 008 504 532) as the approved Securities Clearing House under the Corporations Act.

"Share" means a fully paid Ordinary Share or a Partly Paid Share in the Company.

"Shareholder" means the holder of an Ordinary Share or a Partly Paid Share as recorded in the register of the Company.

"Share Registry" or "Share Registrar" means the Company's share registry, Advanced Share Registry Services (ACN 127 175 946)

"Shortfall" means those New Shares with attaching New Options under the Offer not applied for by Eligible Shareholders under their Entitlement.

"WST" means Western Standard Time in Perth, Western Australia.