BlackEarth Minerals NL entered into share sale and purchase agreement to acquire Madagascar Graphite Limited from Capricorn Metals Limited (ASX:CMM) for AUD 1.6 million on February 21, 2017. Under the terms of transaction, BlackEarth will pay AUD 0.15 million in cash and will issue 2 million shares and a deferred payment of AUD 1 million if the BlackEarth Minerals NL makes a decision to commence full scale production based on a definitive feasibility study in respect to the Madagascan projects within eight years of completion. The transaction is conditional upon the satisfaction of a number of conditions precedent, including the BlackEarth Minerals NL being satisfied in its sole and absolute discretion with the results of its due diligence investigations, all necessary consents and approvals to the transactions contemplated by the Madagascan acquisition agreement being acquired and the BlackEarth Minerals NL successfully completing an initial public offer of its shares on ASX and receiving conditional approval for the admission of the BlackEarth Minerals NL to the official list which public offer is the subject of this prospectus. As on July 21, 2017, the parties to the Madagascan acquisition agreement agreed to extend the date for the satisfaction of the conditions precedent to completion to December 21, 2017. As on October 27, 2017 the parties to the Madagascan acquisition agreement agreed to further extend the date for the satisfaction of the conditions precedent to completion to March 31, 2018.

BlackEarth Minerals NL completed the acquisition of Madagascar Graphite Limited from Capricorn Metals Limited (ASX:CMM) for AUD 1.6 million on January 12, 2018. BlackEarth Minerals NL confirms that the conditions precedent as set out in the deed of trust and acknowledgement between BlackEarth Minerals NL and Capricorn Metals Limited and Madagascar Graphite Limited dated August 28, 2017 have satisfied.