Black Rock Mining : Framework Agreement Signed with the Government of Tanzania

ASX ANNOUNCEMENT 14 DECEMBER 2021

Black Rock Mining Signs Framework Agreement

with Government of Tanzania

	HIGHLIGHTS
only
• President of Tanzania, Her Excellency Samia Suluhu Hassan attended the signing of a
	Framework Agreement with Black Rock at a ceremony held in Dar es Salaam on 13th
		December 2021
	• Agreement confirms Government of Tanzania's 16% Free Carried Interest shareholding
		and commitment to jointly develop the world-class Mahenge Graphite Mine
use	• JV Co established, Faru Graphite Corporation, with existing licences and permits to be
	incorporated into a Special Mining Licence
•	Development financing process commenced, with existing project execution activities
		to continue in parallel
	• Positive market outlook continues as graphite demand remains one of the highest of
		all minerals required for clean energy storage technologies
	• First mover advantage, Black Rock only Tanzanian Graphite Developer with a
personal		Framework Agreement and Free Carried Interest resolved

T nzanian graphite developer Black Rock Mining Limited (ASX:BKT) (Black Rock or the Company) is pleased

to announce it has signed the Framework Agreement (Agreement) with the Government of the United Republic of Tanzania (Tanzanian Government) to jointly develop the world-class Mahenge Graphite Mine.

Framework Agreement

At the signing ceremony held on 13th December 2021, attended by the President of Tanzania, Her Excellency Samia Suluhu Hassan, the Minister of Minerals Hon. Doto Biteko (MP) signed the Agreement with Black Rock, confirming the Government's commitment to jointly develop the Mahenge Graphite Mine. The Agreement includes the provision for a Free Carried Interest (FCI) which is required by law under Section 10 of the Mining Act whereby a 16% non-dilutable shareholding in the capital of all mining companies is held by the Tanzanian Government.

Under the Agreement, the following structure has been agreed:
For	• A Joint Venture (JV) Company, Faru Graphite Corporation (Faru), has been established to develop the
Mahenge Graphite Mine. Faru is the Swahili word for Rhinoceros. The Tanzanian Government will own
a 16% undiluted free-carried interest shareholding in Faru, with 84% owned by Black Rock via its wholly
owned UK subsidiary company, Mahenge Resources Limited;
• A Special Mining Licence (SML) will be granted to unify existing Mining Licences ML 611/2019 and ML
612/2019 and a part of Prospecting Licence PL 13752/2019;
• Existing approved Environmental Permits and Resettlement Action Plans granted to ML's 611 and 612
will be grandfathered to the SML; and
	• An exemption will be issued to Black Rock from the provisions of the Mines Act 2017 requiring SML
	developers to issue 5% of stock to local interests and listing of 30% of stock on the Dar es Salaam Stock
	Exchange.
Black Rock Mining Ltd	Australian Office	Tanzanian Office	Directors
ACN 094 551 336	45 Ventnor Avenue	Mahenge Resources Ltd	Richard Crookes	Chairman
ASX: BKT	West Perth, WA 6005	Msasani Towers	John de Vries	Managing Director & CEO
		Ph: [phone]	Second floor Wing B	Gabriel Chiappini	Non-Executive Director/Company Secretary
		E: [e-mail]	Dar es Salaam	Ian Murray	Non-Executive Director
			Ph [phone]
www.blackrockmining.com.au

ASX ANNOUNCEMENT 14 DECEMBER 2021

Black Rock's Enhanced Definitive Feasibility Study (eDFS) (ASX Announcement 25 July 2019) for the Mahenge Graphite Mine already includes the 16% FCI provision, which forecasts a post-tax, unlevered NPV10 of US$1.16 billion for the Mahenge Graphite Mine.

Commenting on the milestone, Black Rock MD and CEO, John de Vries said:

only	"Reaching agreement with the Tanzanian Government including Free Carried Interest is a watershed moment
for Black Rock. This enables the Company to rapidly move forward to deliver a new clean source of high-grade
Graphite to a growing global market. We said from the start that aligning with the Government and people of
Tanzania was absolutely the right approach to provide project certainty for all stakeholders.
Under the Framework Agreement, the Government of Tanzania will secure project economics through a
combination of dividends, taxes and duties. Our commitment to Tanzania exceeds this through the purchase
use	of goods and services, provision of power, rail haulage and port services. It is estimated that the cumulative
benefit to the Tanzanian economy will be US$6.5 billion over the life of the project, based on the 2019
Enhanced Definitive Feasibility Study.
I am pleased that the Company and the Government of Tanzania are now partners and we look forward to
delivering on our shared promises, by building the Mahenge Graphite Mine that will bring significant benefits
to Tanzania, and for global decarbonization markets driving clean energy storage technologies.
Finally, I would also like to acknowledge the very significant efforts of the Black Rock team, our families and
	the Government of Tanzania have undertaken to deliver this milestone."

					Table 1 - Framework Agreement Key Terms Summary
			Key Term			Detail
			Ownership			Tanzanian Government 16% FCI undiluted / Black Rock 84%. Each share is entitled to 1 vote
			Structure			in accordance with the constitution.
			Investing entity			Mahenge Resources Limited (UK) - 100% owned Black Rock subsidiary
			Shareholder loans			Not subject to FCI where not interest bearing and registered with Bank of Tanzania
			Banking			JV Co to hold all proceeds from sale on mineral products in local and foreign currency
					accounts in Tanzania
			Governing law			Tanzanian law. Arbitration by UNCITRAL rules. Arbitration seat East African Court of Justice
			Taxation			Tanzanian corporate tax rate (30%)
personal		Debt			Mahenge Resources Limited (UK) able to pledge equity in JV Co to support third party
			financing for the purposes of mine development and operations
						Initial board with 5 directors with Black Rock appointing 3 directors and Tanzanian
			Board
					Government appointing 2 directors

ForPartnership Benefits to Tanzania

The Mahenge Graphite Mine has the potential to provide significant economic and social benefits to Tanzania, as outlined in Black Rock's eDFS, including:

• 970 full-time jobs principally located at Mahenge;
• US$6.5bn contribution to the Tanzanian economy over a 26 year mine life (based on eDFS prices); and
• Significant new opportunities for Tanzanian businesses including ports, rail and power supply.

Black Rock Mining Ltd	Australian Office	Tanzanian Office	Directors
ACN 094 551 336	45 Ventnor Avenue	Mahenge Resources Ltd	Richard Crookes	Chairman
ASX: BKT	West Perth, WA 6005	Msasani Towers	John de Vries	Managing Director & CEO
	Ph: [phone]	Second floor Wing B	Gabriel Chiappini	Non-Executive Director/Company Secretary
	E: [e-mail]	Dar es Salaam	Ian Murray	Non-Executive Director
		Ph [phone]
www.blackrockmining.com.au

ASX ANNOUNCEMENT 14 DECEMBER 2021

For personal use only

Figure 1 - Community members from Mahenge arrive

for the signing ceremony

Figure 3 - Black Rock CEO John de Vries delivers a speech recognising the positive partnership with the Tanzanian Government and achievement to jointly develop the Mahenge Graphite Mine

Figure 2 - Faru Graphite Corporation company

branding

Figure 4 - Signing of the Framework Agreement, Minister of Minerals Hon. Doto Biteko (left),

Her Excellency Samia Suluhu Hassan (centre), and

Black Rock CEO John de Vries (right)

Figure 5 - Completed signing of the Framework Agreement

Black Rock Mining Ltd	Australian Office	Tanzanian Office	Directors
ACN 094 551 336	45 Ventnor Avenue	Mahenge Resources Ltd	Richard Crookes	Chairman
ASX: BKT	West Perth, WA 6005	Msasani Towers	John de Vries	Managing Director & CEO
	Ph: [phone]	Second floor Wing B	Gabriel Chiappini	Non-Executive Director/Company Secretary
	E: [e-mail]	Dar es Salaam	Ian Murray	Non-Executive Director
		Ph [phone]
www.blackrockmining.com.au

To our shareholders, I thank you for your continued support and I look forward to John and his team creating additional value as we now advance toward construction and then to production."

"On behalf of the Company and our stakeholders, I thank the Tanzanian Government for the confidence they have placed in confirming a long term partnership with Black Rock to jointly develop the Mahenge Graphite Mine.

ASX ANNOUNCEMENT 14 DECEMBER 2021

Black Rock Chairman, Richard Crookes, added:

onlyMahenge Graphite Mine and Market Outlook

Graphite is recognised and listed as a critical mineral in countries all around the world, and is playing a key

r le in the path to global decarbonization. The World Bank predicts that annual demand growth for graphite

will top 500% by 20502 (an additional annual supply of 3.5M tonnes over 2018 global production), the highest
of all minerals required for clean energy storage technologies.
use
personal	Figure 1: Share of Mineral Demand from	Figure 2: Projected Annual Mineral Demand Under 2DS Only
Energy Storage Under IEA 2DS Through 2050	from Energy Technologies in 2050, Compared to 2018
	- World Bank Report "Minerals for Climate	Production Levels - World Bank Report "Minerals for Climate
	Action: The Mineral Intensity of the Clean	Action: The Mineral Intensity of the Clean Energy Transition,
	Energy Transition, 2020"	2020"

The Mahenge Graphite deposit hosts the 2nd largest graphite ore reserve, and the 4th largest JORC-compliant graphite mineral resource globally. The mineral resource has industry leading high-grade purity, a large flake size distribution, low strip ratios, and very low deleterious elements. This means lower capital and operating costs, less environmental impact, and ultimately a highly differentiated green high-margin product.

ForIn full production, Black Rock has the capacity to contribute meaningful Graphite concentrate supply of 340,000 tonnes per annum, close to 5% of the expected additional global demand2 for Graphite. In addition, the Company expects to do this with a sensible ESG (Environmental, Social, and Governance) footprint given Mahenge's mineral resource quality advantages, logistics (hydro power, dry tailing, close road-rail-port), clean concentrate processing (no acid), and downstream partnerships to deliver a green product to end customers.

2 World Bank Report - Minerals for Climate Action: The Mineral Intensity of the Clean Energy Transition 2020

Black Rock Mining Ltd	Australian Office	Tanzanian Office	Directors
ACN 094 551 336	45 Ventnor Avenue	Mahenge Resources Ltd	Richard Crookes	Chairman
ASX: BKT	West Perth, WA 6005	Msasani Towers	John de Vries	Managing Director & CEO
	Ph: [phone]	Second floor Wing B	Gabriel Chiappini	Non-Executive Director/Company Secretary
	E: [e-mail]	Dar es Salaam	Ian Murray	Non-Executive Director
		Ph [phone]
www.blackrockmining.com.au

John de Vries

Chief Executive Officer Black Rock Mining [phone] [e-mail]

Steuart McIntyre

GM Corporate Development Black Rock Mining

[phone] [e-mail]

Elvis Jurcevic

Investor Relations IRX Advisors

[phone] [e-mail]

John de Vries, Managing Director & CEO

ASX ANNOUNCEMENT 14 DECEMBER 2021

Mahenge Graphite Project Development Activities

Black Rock continues to progress project execution activities in parallel which includes:

only

• Securing binding term sheets with all existing and new offtake customers, leveraging the large-scale customer qualification program recently completed;
• Early engagement activities with respect to the Resettlement Action Plan;
• Integration activities with existing partners POSCO and URBIX;
• Engineering work;
• Updating of capital and operating costs; and
• Engagement with finance groups on project debt finance.

Black Rock Mahenge Graphite Mine Economics - Enhanced Definitive Feasibility Study July 20191

usepersonal1 Following release of the Enhanced Definitive Feasibility Study (DFS) on the Mahenge Graphite Project in July 2019 (see Black Rock ASX release dated 25 July 2019, Mahenge Enhanced DFS with Executive Summary), Black Rock confirms that it is not aware of any new data or information that materially

affects the results of the Enhanced DFS. All material assumptions and technical parameters, including in the estimation of Mineral Resources or Ore Reserves, underpinning the estimates in the Enhanced DFS continue to apply and have not materially changed. The estimated Ore Reserves and Mineral Resources underpinning the production and financial forecasts in the Enhanced DFS were prepared by Competent Persons in accordance with the requirements in Appendix 5A (JORC Code).

ASX release was authorised on behalf of the Black Rock Board by:

ForFor more information:

Black Rock Mining Ltd	Australian Office	Tanzanian Office	Directors
ACN 094 551 336	45 Ventnor Avenue	Mahenge Resources Ltd	Richard Crookes	Chairman
ASX: BKT	West Perth, WA 6005	Msasani Towers	John de Vries	Managing Director & CEO
	Ph: [phone]	Second floor Wing B	Gabriel Chiappini	Non-Executive Director/Company Secretary
	E: [e-mail]	Dar es Salaam	Ian Murray	Non-Executive Director
		Ph [phone]
www.blackrockmining.com.au