Blackthorn Resources' fully underwritten A$40 million equity capital raising

July, 2012 - Sydney, New South Wales

Minter Ellison advised Blackthorn Resources Limited on its fully underwritten A$40 million 2 for 17 accelerated pro-rata entitlement offer and institutional placement, announced this week. Blackthorn Resources is an ASX-listed and Australian-based resources company with a portfolio of African assets including zinc, gold, copper, nickel and silver group metals. The company mainly focuses on developing its Mumbwa and Perkoa projects.

The net proceeds of the offer will be used to fund, among other things, resource definition, pre-feasibility and definitive feasibility studies at the Kitumba project, drilling and other exploration work on regional targets at the Mumbwa project, and base metals exploration and other project costs in Burkina Faso.

Partners Ron Forster and Daniel Scotti led the Minter Ellison team, assisted by lawyers Rahul Mukherjee and Joel Farina.

Mr Forster commented: "We are delighted to have had this opportunity to continue our association with Blackthorn Resources and to work on an offering that demonstrates the company's strength. In undertaking the capital raising, along with the recently announced approval of the expansion of its Perkoa project, Blackthorn Resources is positioning itself for future growth."

Mr Scotti said: "In this capital raising, which is being conducted against the backdrop of uncertain markets, Blackthorn Resources has successfully sought to balance the requirements of existing shareholders with the benefit to the company of attracting new investors to its register."

Minter Ellison's advisory role in relation to the fundraising transaction is a continuation of our long-standing advisory relationship with Blackthorn Resources. We provided legal advice in connection with the expansion of the Perkoa project, announced by Blackthorn Resources last week, and have acted for the company on a range of corporate an commercial matters over many years.

Our well-respected capital markets team has been involved in innovative and leading-edge transactions, and acts both for issuers on listings and capital raisings to support their growth and strategy and for underwriters and lead managers on underwritings and offer structuring. The team's portfolio of equity capital market transactions includes acting for: Gloucester Coal Limited on the backdoor listing of Yancoal Australia; OM Holdings Limited on institutional placements of shares and convertible notes; Osprey Medical Inc. on its initial public offering; and Cromwell Property Group on its placements and entitlement offer.

UBS AG, Sydney Branch, acted as sole lead manager and underwriter for the offer.

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