Black Rock Targets $12M via Placement and SPP at $0.021 Share Price with Free Options

Capital Raising Overview

Black Rock Mining Limited (ASX, BKT) has launched a significant capital raising initiative comprising a two-tranche placement and a Share Purchase Plan (SPP). The placement aims to raise up to $10 million, with approximately $4.5 million already secured in the first tranche. The SPP targets $2 million from eligible shareholders, with the capacity to accept oversubscriptions up to $4 million. Both offers are priced at $0.021 per new share, accompanied by one free option per share exercisable at $0.03 within two years.

Purpose and Use of Funds

The proceeds from this $12 million capital raising will be directed primarily towards advancing early works and construction activities at the Mahenge Graphite Project in Tanzania. Additionally, funds will support general corporate and working capital requirements. The Mahenge Project remains a strategic asset for Black Rock Mining, and this funding round is critical to maintaining momentum towards development.

Offer Mechanics and Conditions

The SPP is open to shareholders registered as of 7, 00pm Sydney time on 1 September 2025, residing in Australia or New Zealand, excluding those in the United States or acting on behalf of US persons. Eligible shareholders may subscribe for up to $30,000 worth of new shares, with the offer being non-renounceable. The placement options offer is available exclusively to participants in the placement, providing one option per share subscribed.

Importantly, the issuance of new securities under both the placement and SPP is contingent upon shareholder approval at the General Meeting scheduled for around 17 October 2025. Furthermore, official quotation of the new shares and options on the ASX is required within three months of the prospectus date, failing which the offers will not proceed.

Dilution and Shareholder Impact

Assuming the targeted $2 million is raised under the SPP and full shareholder approvals are obtained, approximately 95 million new shares and an equal number of options will be issued, increasing the total shares on issue to over 2 billion. This will inevitably dilute existing shareholders who do not participate in the SPP. The company has disclosed that no single shareholder will increase their voting power beyond 20% as a result of this capital raising, mitigating control risks.

Risks and Regulatory Considerations

The prospectus outlines several risks inherent to the capital raising and the company’s operations. These include the non-underwritten nature of the SPP, regulatory approvals required in Australia and Tanzania, potential delays or failure to meet ASX quotation conditions, and dilution risks. Operational risks related to the Mahenge Project’s development, including funding uncertainties, Tanzanian regulatory environment, and commodity price volatility, are also highlighted. The company continues to negotiate extensions with key financiers and strategic partners such as POSCO to satisfy conditions precedent for funding.

Next Steps for Investors

Eligible shareholders wishing to participate in the SPP must submit applications and payments by 5, 00pm Sydney time on 20 October 2025. The company encourages shareholders to review the full prospectus and seek professional advice. The upcoming shareholder meeting will be pivotal in determining the success of the capital raising and the future trajectory of the Mahenge Project.