CRITICAL RESOURCES LIMITED — Board/Management Information 2017

Jun 5, 2017

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6 June 2017

Company Update and Board Appointments

• David Sanders appointed Non-Executive Chairman

• Jason Brewer appointed Non-Executive Director

• Mt Adrah drilling commenced – first drill hole completed; second hole underway

• Whole of business strategic review to be undertaken

Force Commodities Ltd ( Force or the Company ) (ASX Code: 4CE) is pleased to announce the appointment of two new directors and to provide an update on its current corporate and operational activities.

Director Appointments

Mr David Sanders has been appointed as Non-Executive Chairman. Mr Sanders is a Principal of the West Australian based corporate and commercial legal firm Bennett & Co. Mr Sanders has more than 20 years’ experience advising numerous entities, including ASX-listed and private companies on capital raisings, mergers and acquisitions, Corporations Act and ASX Listing Rules compliance and corporate governance, as well as commercial transactions across a range of industries and jurisdictions. In addition to his legal qualifications, Mr Sanders holds a Graduate Diploma of Applied Finance and Investments from the Securities Institute of Australia. Mr Sanders is a highly experienced company director and is currently the Chairman of Murlpirrmarra Connection Limited, and a non-executive director of Marenica Energy Ltd, Quickflix Limited, Tungsten Mining NL and International Raw Materials Pty Ltd.

Mr Jason Brewer has been appointed as a Non-Executive Director. Mr Brewer has 18 years in mining, equity investment, corporate and project financing, capital raising, investment advising and evaluation of resource companies. Mr Brewer is a qualified mining engineer with a Master’s degree, with honours, from the Royal School of Mines, London. Mr Brewer has experience in a variety of commodities having worked in underground and open-cast mining operations in the UK, Australia, Canada and South Africa. In addition, Mr Brewer has worked for a number of major global investment banks including Dresdner Kleinwort Benson, NM Rothschild & Sons (Australia) Limited and Investec Bank (Australia) Limited in London, Sydney and Perth where he had responsibility for structuring and arranging corporate and project financing facilities for mining companies operating in Asia and Africa. Mr Brewer is currently a non-executive director of Cape Lambert Resources Ltd.

Commenting on the appointment of Mr Sanders and Mr Brewer, current Force non-executive director, Mr Patrick Glovac, stated “ I am pleased that David and Jason have agreed to join the Company’s Board. Both are highly experienced and have the skill and expertise to govern Force with the strategic intent required to transition Force into a successful business .”

Force Commodities Ltd | 137 Lake Street, Northbridge, WA, 6003 | PO Box 1811 West Perth WA 6872 | P: +61 8 9328 9368 F: +61 8 6323 0418 | web:forcecommodities.com.au | Email: admin@forcecommodities.com.au | ABN 12 145 184 667 | ASX:4CE

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Mr Sanders will receive a monthly director fee of $5,000, plus GST where applicable. Mr Brewer will receive a monthly director fee of $4,000, plus GST where applicable.

Both arrangements are capable of being terminated with the provision of one month’s notice by the Company.

Strategic Review

In light of the recent Board changes and feedback from shareholders, the Company has decided to undertake a whole of business strategic review. The objectives of the review are principally to:

• align the interests of management with its shareholders;

• analyse and evaluate the plans and prospects for the Company’s existing projects;

• resolve outstanding legacy issues; and

• increase value to the Company’s shareholders.

The review will be undertaken by the Company’s Board and management, and may involve third parties as deemed appropriate.

No timeframe for completion of the review has been pre-determined. The mindset is that the review should take as long as is necessary in order to clearly establish and prioritise the areas in which the Company’s resources are to be utilised so as to maximise the return for shareholders.

The Board will update shareholders of material developments as they occur.

The Board wishes to assure shareholders that it is committed to completion of Phase 1 of the current drilling program at Mt Adrah.

Information about the drilling program is provided below.

Drilling Update – Mt Adrah Gold Project

Further to recent announcements, Force is pleased to confirm that drilling of the Mt Adrah Gold Project is underway.

Hole 1 (GHD012) has been completed to a depth of 290m, as planned. Detailed geological logging is in progress. Sampling and assaying will be conducted on prospective zones.

Hole 2 (GDH013) has been commenced; it also has a planned depth of 290 metres.

As previously advised, the drill program will target potential high-grade mineralisation below White Deer Reef’s historic surface workings (which include shafts, adits and pits), and above a high-grade intersection of 1.2 metres at 58.6 g/t Au from 624 metres downhole, being approximately 550 metres vertically beneath the historic surface workings, which was intercepted in the 2013 program (drill hole GHD011).

For further information in relation to the Company’s drilling program at Mt Adrah please refer ASX announcements of 17 May 2017, 25 May 2017 and 26 May 2017.

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Other

Hudson Corporate Limited Legal Matter

As advised on 9 May 2017, Force was unsuccessful in its defense of a claim made by Hudson Corporate Limited with the New South Wales Local Court ordering Force to pay Hudson Corporate Limited the amount of $100,000 (plus interest of $5,119.52 and legal fees).

The Company has reluctantly elected not to appeal the matter on account of the costs involved, the risk and the likely diversion of management’s focus.

Board Committees

As a consequence of the director appointments, there has been a re-assignment of Committee roles. Patrick Glovac will now chair the Nomination and Remuneration Committee whilst Jason Brewer will chair the Audit and Risk Committee.

Interim Assistance

To assist the new Board and management over the course of the next few months, non-executive director Patrick Glovac will provide additional services to ensure that the Company’s strategic review is completed within a reasonable timeframe and to ensure that all of the necessary corporate and operational activities are being attended to.

It has been determined by the Board that Mr Glovac shall receive a fee (in addition to his current non-executive director fees) of $500 per day, plus GST where applicable, for providing these additional services.

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Competent Person Statement

The information in this report that relates to Mineral Resources in relation to the Mt Adrah Gold Project is extracted from an ASX Announcement dated 27 December 2013, (see ASX Announcement “Hobbs Pipe – Mineral Resource Update Additional Information”, www.forcecommodities.com.au and www.asx.com.au).

The information in this report that relates to historical Exploration Results in relation to the Mt Adrah Gold Project is extracted from an ASX Announcement dated 28 October 2013 , (see ASX Announcement “Mt Adrah New High Grade Gold Discovery”) and from an ASX Announcement dated 21 November 2013, (see ASX Announcement “Bonanza hit of 1.2m @ 58.6 g/t Au confirms multiple high-grade structures at Mount Adrah”) and from an ASX Announcement dated 27 July 2016, (see ASX Announcement “Mt Adrah Gold Project Targets High Grade Gold Potential”), all of which are available for viewing at www.forcecommodities.com.au and/or www.asx.com.au ).

The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcements and that all material assumptions and technical parameters underpinning the Exploration Results or Minerals Resource estimates in the relevant market announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person’s findings are represented have not been materially modified from the original market announcement.

The information in this report that relates to Exploration Information at the Mt Adrah Gold Project is extracted from information compiled by Richard Robertson who is a member the Australasian Institute of Mining and Metallurgy and the Australian Institute of Geoscientists.

Mr Robertson is a qualified geologist and is a contractor to Force Commodities Limited.

Mr Robertson has sufficient experience, which is relevant to the style of mineralisation and type of deposit under consideration and to the activity, which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Resources. Mr Robertson consents to the inclusion in this announcement in the form and context in which it appears.

Forward Looking Statements

This announcement may include forward-looking statements. Forward-looking statements include, but are not limited to, statements concerning Force’s planned exploration programmes and other statements that are not historical facts. When used in this announcement, words such as couldplan-target-estimate-expect-intend-may-potential-should and similar expressions ae forwardlooking statements. Although Force believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements.