CRITICAL RESOURCES LIMITED — Capital/Financing Update 2015

Jun 28, 2015

ASX Release 29 June 2015

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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

email: corporate@sovereigngold.com.au

Latest News

www.sovereigngold.com.au

Directors / Officers John Dawkins AO Simon Bird MD Michael Leu Bruce Dennis Jacob Rebek

ASX Symbol: SOC

Underwriter Appointed For Non-Renounceable Rights Issue

Sovereign Gold Company Limited ( Company) (ASX: SOC ) is pleased to announce GTT Ventures Pty Ltd and or its nominees (Underwriter) has agreed to underwrite any shortfall up to a maximum of $600,000 – 300,000,000 shares @ $0.002 per share of the recently announced nonrenounceable rights issue.

The Underwriter will be the sole Underwriter to this current nonrenounceable rights issue and has the discretion to enter into subunderwriting agreements with third parties.

Upon completion of the rights issue, the Underwriter will appoint 2 nominees to the Board of Directors and 2 current Directors of the Company will resign with this appointment.

Within 2 months post the completion of the rights issue; in the event there is a further placement, the Underwriter will have the first right of refusal to undertake the placement up to $1m (at a price not lower than the rights issue price).

The Underwriter will be paid an underwriting fee for the rights issue.

In order to accommodate the underwriting the timetable of the rights issue has been amended to:

Announcement of Entitlement Offer
Submit Appendix 3B to ASX	Monday, 18 May 15
Information Booklet lodged with ASX
Notice of Entitlement Offer sent to Shareholders	Tuesday, 19 May 15
Trading on Ex basis	Thursday, 28 May 15
Record Date for the Entitlement Offer(7:00 pm Sydney Time)	Monday, 1 June 15
Completion of despatch of Information Bookletannounced	Thursday, 4 June 15
Opening Date of Entitlement Offer	Thursday, 4 June 15
Return of Underwriting Acceptance Advice	Tuesday, 23 June 15
Closing Date of Entitlement Offer(5:00 pm Sydney Time)	Friday, 3 July 15
Trading on deferred settlement basiscommences	Monday, 6 July 15
ASX notified of under subscriptions	Wednesday, 8 July 15
Notification by the Company to Underwriter of theShortfall	Wednesday, 8 July 15
Receipt by the Company of applications and
payment from Underwriter for their portion of the	Friday, 10 July 15
Shortfall
Issue date of New Shares and deferredsettlement trading ends	Friday, 10 July 15
Normal trading begins	Monday 13 July 15
Despatch of New Shares holding statements	Wednesday, 15 July 15

ASX Release 29 June 2015 - Page 2

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Shortfall Placement

The Underwriter may participate in a placement at the same price of the rights issue ($0.002 per share) should the rights issue shortfall be less than $600,000 (Shortfall Placement).

• (a) Shareholders approval may be required for the issue of Shortfall Placement shares, where such issue would be outside the exemptions provided under the Listing Rules.

• (b) The combined Underwriting and Shortfall Placement will not exceed $600,000 unless agreed otherwise by the Board of Directors.

Non-Renounceable Rights Issue

Non-renounceable rights issue to Eligible Shareholders, on the basis of 1 new fully paid ordinary share for every 1 share held, at an issue price of $0.002 per share (New Shares), to raise approximately $790,000, based on Sovereign Gold’s undiluted share capital (Rights Issue).

396,845,499 fully paid ordinary shares are offered under the Rights Issue.

Shareholders who held shares at 7.00 pm (Sydney Time) on 1 June 2015 (Record Date), and have a registered address in Australia or New Zealand are eligible to participate in the Rights Issue. Shares issued pursuant to the Rights Issue will rank equally with all shares on issue (Eligible Shareholders).

The purpose of the Rights Issue is to raise approximately $790,000, excluding the costs of the Rights Issue. The funds raised from the Rights Issue will be used to fund debt retirement and to provide working capital.

The rights issue is scheduled to close on 3 July 2015.

Any person considering acquiring shares under the Rights Issue should read the Information Booklet carefully. Applications for shares under the Rights Issue may only be made using the Application Form attached to, or accompanying the Information Booklet. Securities will only be issued on the basis of an Application Form issued together with the Information Booklet.

Nothing contained in this announcement constitutes investment, legal, tax or other advice. You should make your own assessment and take independent professional advice in relation to the information and any action taken on the basis of the information.

For further information please contact:

Simon Bird, Managing Director or Henry Kinstlinger, Investor Relations

Sovereign Gold Company Limited, Telephone: +61 2 9251 7177