CRITICAL RESOURCES LIMITED — Capital/Financing Update 2015

Jul 9, 2015

ASX Release 10 July 2015

==> picture [105 x 84] intentionally omitted <==

Sovereign Gold Company Limited ACN 145 184 667

Level 2, 131 Macquarie Street Sydney NSW 2000 Tel: +61 2 9251 7177 Fax: +61 2 9251 7500

Contact Simon Bird, MD

Appendix 3B Non-Renounceable Issue and Placement

Sovereign Gold Company Limited (the Company) (ASX: SOC) advises completion of the allotment and issue of shares with respect to the NonRenounceable Rights Issue and Placement (ASX: 8 July 2015).

The attached Appendix 3B replaces the Appendix 3B lodged on 18 May 2015 and includes an updated list of the Company’s 20 largest shareholders.

e. corporate@sovereigngold.com.au

For further information please contact:

Latest News

www.sovereigngold.com.au

Simon Bird, Managing Director or Henry Kinstlinger, Investor Relations Sovereign Gold Company Limited, Telephone: +61 2 9251 7177

Directors / Officers

John Dawkins AO Non-Executive Chairman

Simon Bird Managing Director

Michael Leu Non-Executive Director

Jacob Rebek Non-Executive Director

Bruce Dennis Non-Executive Director

ASX:SOC

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Sovereign Gold Company Limited

ABN

145 184 667

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to Fully Paid Ordinary Shares (FPO) be issued

2 Number of[+] securities issued or 226,502,535 (Rights Issue Offer) to be issued (if known) or 170,342,964 (Rights Issue Underwriter) maximum number which may 159,657,036 (Placement) be issued Total 556,502,535 FPO

3 Principal terms of the FPO +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

Appendix 3B New issue announcement

4 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted+securities? If the additional+securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A	Yes
	Rights Issue Offer & Rights Issue Underwriter $0.002 per FPO Placement $0.002 per FPO issued under LR 7.1 $0.002225per FPO issued under LR 7.1A
	Funds raised from the issue will be used to retire debt and be applied for working capital purposes.
	Yes
	28 May 2015
	119,053,650 of 159,657,036 Placement (per this 3B)
	40,603,386 of 159,657,036 Placement (per this 3B)

• See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

Appendix 3B New issue announcement

6e Number of[+] securities issued  44,200,000 FPO (3B: Apr 15, GM 11 Nov 14) with security holder approval  1,000,000 FPO (3B: Sep 15, GM 18 Aug 14)  under rule 7.3, or another 24,182,352 FPO - SPP Underwriter (3B: Aug 14, specific security holder approval GM:18 Aug 14)  (specify date of meeting) 19,300,000 - Mount Adrah Offer (3B: Aug 14, GM 11 Nov 14)  7,490,637 FPO - Bergen (3B: Aug 14, AGM 28 May 15)  47,281,324 FPO - Bergen (3B: Aug 14, AGM 28 May 15) 6f Number of[+] securities issued  5,229,383 FPO - SPP (3B: July 14) under an exception in rule 7.2  91,579,730 FPO – SPP (3B: Apr 15)  396,845,499 FPO – Rights Issue (per this 3B) 6g If[+] securities issued under rule Yes 7.1A, was issue price at least 75% Issue date is 10 July 2015 of 15 day VWAP as calculated VWAP: $0.0030 under rule 7.1A.3? Include the +issue date and both values. 75%: $0.002225 Include the source of the VWAP Source: Miraqle Platform, Orient Capital Pty Ltd calculation. 6h If[+] securities were issued under N/A rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining Nil issue capacity under rule 7.1 and under LR 7.1 rule 7.1A – complete Annexure 1 38,765,714 and release to ASX Market under LR 7.1A Announcements 7 +Issue dates 10 July 2015 Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. Number ~~+~~ Class 8 Number and +class of all +securities quoted on ASX 953,348,034 FPO ( including the +securities in section 2 if applicable)

• See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013

Appendix 3B New issue announcement

Number +Class 9 Number and +class of all +securities not quoted on ASX 1,800,000 Options exercisable at ( including the +securities in $0.2491 per Option on section 2 if applicable) or before 16 December 2016

• 10 Dividend policy (in the case of a Dividend policy remains unchanged. trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations	No.
	Non-renounceable
	1 : 1
	FPO
	Monday, 1 June 15
	Yes
	N/A – this is a 1 : 1 issue
	Offer available to Australian and New Zealand shareholders only
	5pm on Friday, 3 July 2015

• See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

Appendix 3B New issue announcement

20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance?	GTT Ventures Pty Ltd
	$40,147.29 + GST
	N/A
	N/A
	N/A
	N/A
	Wednesday, 4 June 15
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013

Appendix 3B New issue announcement

• 32 How do security holders dispose of their entitlements (except by sale through a broker)?

N/A

• 33 +Issue date

10 July 2015

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1

(b) All other[+] securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

1 - 1,000

1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of[+] securities for which +quotation is sought 39 +Class of +securities for which quotation is sought

40 Do the[+] securities rank equally in all respects from the[+] issue date with an existing[+] class of quoted +securities?

If the additional[+] securities do not rank equally, please state:

• the date from which they do

• • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security)

Number +Class

42 Number and +class of all +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

Appendix 3B Page 7

04/03/2013

Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................................ Date: 10 July 2015 (Company secretary)

Print name: Henry Kinstlinger

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

Appendix 3B New issue announcement

• See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013

Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Insert number of fully paid[+] ordinary 156,582,073 securities on issue 12 months before the + issue date or date of agreement to issue Add the following: 5,229,383 SPP (3B: July 14) • Number of fully paid[+] ordinary securities 7,490,637 issued in that 12 month period under an Bergen (3B: Aug 14, AGM 28 May 15) exception in rule 7.2 24,182,352 SPP Underwriter (3B: Aug 14, GM:18 Aug 14) • Number of fully paid[+] ordinary securities issued in that 12 month period with 19,300,000 shareholder approval Mount Adrah Offer (3B: Aug 14, GM 11 Nov 14) 1,000,000 • Number of partly paid[+] ordinary (3B: Sep 15, GM 18 Aug 14) securities that became fully paid in that 44,200,000 12 month period (3B: Apr 15, GM 11 Nov 14) Note: 47,281,324 Bergen (3B: Aug 14, AGM 28 May 15) • Include only ordinary securities here – other classes of equity securities cannot 91,579,730 be added SPP (3B: Apr 15) • Include here (if applicable) the securities 396,845,499 the subject of the Appendix 3B to which Non Renounceable Rights Issue (per this 3B) this form is annexed • It may be useful to set out issues of securities on different dates as separate line items Subtract the number of fully paid[+] ordinary Nil securities cancelled during that 12 month period “A” 793,690,998

• See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013

Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

• “B” 0.15 [Note: this value cannot be changed]

• Multiply “A” by 0.15 119,053,650 Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used Insert number of[+] equity securities issued 119,053,650 of 159,657,036

• or agreed to be issued in that 12 month Placement (LR 7.1 provision per this 3B) period not counting those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4

• Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities

• • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

• “C” 119,053,650

“C” 119,053,650	“C” 119,053,650
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15	119,053,650
Note: number must be same as shown in
Step 2
Subtract“C”	119,053,650
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	Nil.
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 11

04/03/2013

Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 2	Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	793,690,998
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	79,369,100
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items	40,603,386 of 159,657,036 Placement (LR 7.1A provision per this 3B)
“E”	40,603,386

• See chapter 19 for defined terms.

Appendix 3B Page 12

04/03/2013

Appendix 3B New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	79,369,100
Subtract“E” Note: number must be same as shown in Step 3	40,603,386
Total[“A” x 0.10] – “E”	38,765,714 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 13

04/03/2013

==> picture [153 x 32] intentionally omitted <==

SOVEREIGN GOLD COMPANY LIMITED

ISSUED CAPITAL As of 10 Jul 2015

Top 20 Holders Snapshot

Composition : Fully Paid Ordinary Shares

Rank	Name	Units	% of Units
1.	HUDSON RESOURCES LIMITED	132,300,000	13.88%
2.	RAFFLESCO LIMITED	71,442,650	7.49%
3.	BOOMSLANG CAPITAL PTY LTD	42,500,000	4.46%
4.	KEMPO CAPITAL PTY LIMITED	42,500,000	4.46%
5.	MURDOCH CAPITAL PTY LTD A/C>	42,500,000	4.46%
6.	TEMPO CAPITAL PTY LTD	42,500,000	4.46%
7.	APPLABS TECHNOLOGIES LIMITED	40,000,000	4.20%
8.	MR JIHAD MALAEB	25,125,000	2.64%
9.	ZANI HOLDINGS PTY LTD	20,000,000	2.10%
10.	MR STEPHEN JAMES CONIGLIO	15,000,000	1.57%
11.	INNISFREE AUSTRALIA PTY LTD	14,142,275	1.48%
12.	CHIA PARK ALPACAS PTY LTD	13,500,000	1.42%
13.	DR LEON EUGENE PRETORIUS	13,157,778	1.38%
14.	MICHAEL ROBY LEU	12,550,000	1.32%
15.	MR LONG ZHANG	11,075,268	1.16%
16.	MR DAMIAN LOUIS CULLURA A/C>	10,000,000	1.05%
17.	DAVINCH PTY LTD	10,000,000	1.05%
18.	DEJUL TRADING PTY LTD	10,000,000	1.05%
19.	MR TOBY OWEN RELF	10,000,000	1.05%
20.	ROBERT GEORGE TACY PTY LTD A/C>	10,000,000	1.05%
Totals:	Top 20 holders of ISSUED CAPITAL	588,292,971	61.71%
Total Remaining Holders Balance		365,055,063	38.29%