Replacement Prospectus

BlackEarth Minerals NL

ACN 610 168 191


Replacement Prospectus

BEFORE DOWNLOADING, PRINTING OR VIEWING THE REPLACEMENT PROSPECTUS, YOU MUST CAREFULLY READ THE TERMS SET OUT IN THIS NOTICE.

The Replacement Prospectus is an important document that should be read together in their entirety. If you have any doubts as to how to deal with either document, you should consult your legal, financial or other professional adviser. By accessing the Replacement Prospectus (by clicking on the link below) you acknowledge that you have read and accept the terms set out in this notice.

BlackEarth Minerals NL (‘Company’) lodged the replacement prospectus (‘Replacement Prospectus’) with the Australian Securities and Investment Commission (‘ASIC’) for an offer of at least 22,500,000 ordinary fully paid shares (‘New Shares’) to raise at least A$4.5 million. Neither ASIC nor the ASX Limited, nor any of their officers, take any responsibility for the contents of the Replacement Prospectus.

If you are accessing an electronic copy of the Replacement Prospectus, please ensure that you have received the entire Replacement Prospectus, accompanied by the relevant Application 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 Replacement Prospectus.

The offer constituted by an electronic version of the Replacement Prospectus and is only available to persons receiving an electronic version of the Replacement Prospectus within Australia. The Replacement Prospectus do 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 Corporations Act prohibits any person from passing on to another person the Application Form unless it is attached to or accompanied by a complete and unaltered version of the Replacement Prospectus. The Company will not accept a completed Application Form if it has reason to believe that the Applicant has not received a complete and unaltered copy of the Replacement Prospectus. Any person may obtain a hard copy of the Replacement Prospectus by contacting the Company prior to the Closing Date for the offer.

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

BEM_Replacement_Prospectus_Cover