ASX Release 1 April 2016

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Non-Renounceable Rights Issue

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 Rocco Tassone, Managing Director e: [email protected]

Trading on Ex basis		Thursday, 14 April 16
Record Date for the Entitlement Offer (7:00 pm SydneyTime)		Friday, 15 April 16
Completion of despatch of Information announced	Booklet	Monday, 18 April 16
Opening Date of Entitlement Offer		Monday, 18 April 16
Closing Date of Entitlement Offer (5:00 pm SydneyTime)		Tuesday, 17 May 16
Trading on deferred settlement commences	basis	Wednesday, 18 May 16

Excluded information

Sovereign Gold advises that, as at the date of this notice there is no information:

1) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and
2) that investors and their professional advisors would reasonably require for the purpose of making an informed assessment of:
a) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or
b) the rights and liabilities attaching to the New Shares.

Cleansing Notice

Pursuant to section 708AA(7) of the Corporations Act , Sovereign Gold provides notice of the following:

1) Sovereign Gold will offer the New Shares for issue without disclosure to investors under Part 6D.2 of the Corporations Act.
2) Sovereign Gold is providing this notice under section 708AA2(f) of the Corporations Act .
3) As at the date of this notice, Sovereign Gold has complied with:
a) the provisions of Chapter 2M of the Corporations Act as they apply to Sovereign Gold; and
b) section 674 of the Corporations Act .
4) As at the date of this notice there is no information:
a) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and
b) that investors and their professional advisors would reasonably require for the purpose of making an informed assessment of:
- i) the assets and liabilities, financial position and performance, profits and losses and prospects of Sovereign Gold; or
- ii) the rights and liabilities attaching to the New Shares.
5) If all shareholders take up their entitlement under the Rights Issue, the Rights Issue will have no effect on the control of Sovereign Gold. However, the proportional shareholdings of shareholders who are not residents in Australia or New Zealand may be diluted, as those shareholders are not entitled to participate in the Rights Issue. Additionally, if an eligible shareholder does not take up their entitlement in full there may be a dilutionary effect on that shareholder’s proportionate shareholdings. The Rights Issue is not underwritten. In the event of a shortfall, the directors of Sovereign Gold reserve the right to place the shortfall at their sole discretion.

Further information

Up to 393,613,914 fully paid ordinary shares may be issued.

The New Shares will be issued for $0.003 each.

Upon completion of the Rights Issue the issued capital of Sovereign Gold will comprise:

Shares	1,377,648,699
Options	1,800,000

The New Shares will rank equally in all respects with Sovereign Gold’s existing shares. If an eligible shareholder's entitlement results in a fraction of a New Share, the shareholder's entitlement will be rounded up to the nearest whole number.

Trading in the New Shares is expected to commence on 24 May 2016.

An Appendix 3B applying for quotation of the New Shares will be lodged with the ASX today.

Unless defined within, capitalised terms used in this announcement have the same meaning given to those terms in the Information Booklet.

Sovereign Gold encourages all Eligible Shareholders to participate in the capital raising.

For further information please contact:

Rocco Tassone Managing Director

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

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Sovereign Gold Company Limited ACN 145 184 667

Entitlement Offer Information Booklet

A non-renounceable Entitlement Offer to existing shareholders of Sovereign Gold Company Limited of 2 New Shares at an issue price of $0.003 each for every 5 Shares held to raise up to approximately $1.2 million before costs.

The Entitlement Offer is not underwritten.

Important notice

This document is not a prospectus. This document does not contain all of the information that an investor may require in order to make an informed investment decision regarding the New Shares offered pursuant to this document. The New Shares offered pursuant to this document should be considered speculative.

This document should be read in its entirety. If after reading this document you have any questions about the Offer or the New Shares then you should consult your stockbroker, accountant or other professional adviser.

Important information

Entitlement and Acceptance Forms

A number of terms and abbreviations used in this Information Booklet have defined meanings, which are explained in the “Definitions and Glossary” at Section 6.

Money as expressed in this Information Booklet is in Australian dollars unless indicated otherwise.

Key dates for investors

Announcement of Entitlement Offer
Submit Appendix 3B to ASX	Friday, 1 April 16
Information Booklet lodged with ASX
Notice of Entitlement Offer sent to Shareholders	Monday, 4 April 16
Trading on Ex basis	Thursday, 14 April 16
Record Date for the Entitlement Offer (7:00 pm Sydney Time)	Friday, 15 April 16
Completion of despatch of Information Booklet announced	Monday, 18 April 16
Opening Date of Entitlement Offer	Monday, 18 April 16
Closing Date of Entitlement Offer (5:00 pm Sydney Time)	Tuesday, 17 May 16
Trading on deferred settlement basis commences	Wednesday, 18 May 16
ASX notified of under subscriptions (no more than 3 business days after Closing Date)	Wednesday, 18 May 16
Expected date of allotment of the New Shares issued under the Entitlement Offer and the Additional Share Offer (if any)	Friday, 20 May 16
Expected date of despatch of New Shares holding statements under
the Entitlement Offer and the Additional Share Offer (if any), and	Monday, 23 May 16
deferred settlement trading ends
Normal trading begins	Tuesday, 24 May 16

The dates set out in the above table are subject to change and are indicative only. The Company reserves the right to alter this timetable at any time, subject to the Corporations Act and the Listing Rules, without notice. The Directors, subject to the requirements of the Listing Rules and the Corporations Act, may extend the period of the Entitlement Offer or bring forward the Closing Date at their discretion. This may have a consequential effect on the other dates. Investors are encouraged to submit their Entitlement and Acceptance Forms as soon as possible.

Summary of Capital Raising

Entitlement Offer

Number of New Shares to be issued	393,613,914
Issue Price	$0.003
Gross proceeds (approximately)	$1,180,842
Costs of Entitlement Offer *	$60,000
Total net proceeds of the Capital Raising*(approximately)	$1,120,842

* Assumes that the Entitlement Offer is fully subscribed

Underwriting

The Entitlement Offer is not underwritten.

Important notice

The Entitlement Offer and the Additional Share Offer made pursuant to this Information Booklet is for a rights issue of continuously quoted securities (as defined in the Corporations Act) of the Company. This Information Booklet is not a disclosure document for the purposes of Chapter 6D of the Corporations Act. The Company is offering the securities under this Information Booklet without disclosure to investors under Chapter 6D of the Corporations Act pursuant to section 708AA of the Corporations Act. Accordingly, the level of disclosure contained in this Information Booklet is significantly less than that required under a prospectus and Eligible Shareholders (as defined below) should consider all relevant facts and circumstances, including their knowledge of the Company and disclosures made to ASX, and should consult their professional advisers before deciding whether to accept the Entitlement Offer.

This Information Booklet is dated 1 April 2016 and was lodged with ASX on that date. ASX does not take any responsibility for the contents of this Information Booklet.

Securities will only be issued on the basis of this Information Booklet in accordance with the terms set out in this Information Booklet.

As at the date of this Information Booklet, the Company has complied with:

the provisions of Chapter 2M of the Corporations Act, as they apply to the Company; and
section 674 of the Corporations Act.

The Entitlement Offer is made only to those Shareholders who are Shareholders on the Record Date and who have registered addresses in Australia, New Zealand, and only Eligible Shareholders will be offered New Shares.

No excluded information

As at the date of this Information Booklet, the Company is not aware of any excluded information of the kind that would require disclosure in this Information Booklet pursuant to sections 708AA (8) and (9) of the Corporations Act.

Foreign Shareholders

The Company has decided that it is unreasonable to make offers under the Entitlement Offer or the Additional Share Offer to Shareholders who are Shareholders on the Record Date but with registered addresses outside of Australia and New Zealand ( Ineligible Shareholders ), having regard to the number of Shareholders in those places, the number and value of the New Shares that they would be offered and the cost of complying with the legal and regulatory requirements in those places. Accordingly, the Entitlement Offer or the Additional Share Offer are not being extended to, and does not qualify for distribution or sale by or to, and no New Shares will be issued to Shareholders having registered addresses outside Australia and New Zealand.

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The Company has not made any investigation as to the regulatory requirements that may prevail in the countries, outside of Australia and New Zealand in which Shareholders may reside. The distribution of this Information Booklet in jurisdictions other than Australia and New Zealand may be restricted by law and any failure to comply with such restrictions might constitute a violation of applicable securities laws.

In any event, the Entitlement Offer and the Additional Share Offer are only made to and may only be accepted by Eligible Shareholders. No offer is made pursuant to this document in any place in which, or to any person to whom, it would be unlawful to make such an offer.

New Zealand

In making this offer to Eligible Shareholders in New Zealand, the Company is relying on the Securities Act (Overseas Companies) Exemption Notice 2002 (NZ) by virtue of which this Information Booklet is not required to be registered in New Zealand, and the Financial Reporting (Overseas Companies) Exemption Notice (NZ) by which the Company’s financial statements are not required to be filed in New Zealand. For the purpose of these Exemption Notices this Information Booklet is an ‘Authorised Advertisement’.

No representations

No person is authorised to give any information or to make any representation in connection with the Offer that is not contained in this Information Booklet. Any information or representation in connection with the Offer not contained in this Information Booklet may not be relied on as having been authorised by the Company or its officers. This Information Booklet does not provide investment advice or advice on the taxation consequences of accepting the Entitlement Offer or the Additional Share Offer. The Rights Issue, and the information in this Information Booklet, do not take into account your investment objectives, financial situation and particular needs (including financial and tax issues) as an investor. In particular, in considering whether or not to invest in the New Shares, it is important that you consider the risk factors summarised in Section 3 of this Information Booklet that could affect the financial performance and position of the Company in light of your investment objectives, financial situation and particular needs (including financial and tax issues), and seek investment advice from your financial or other professional advisers.

Except as required by law, and only to the extent so required, neither the Company nor any other person warrants the future performance of the Company or any return on any investment.

Deciding to accept the Offer

Please read this document carefully before you make a decision to invest. An investment in the Company has a number of specific risks which you should consider before making a decision to invest. Some of these risks are summarised in Section 3 of this Information Booklet. This Information Booklet is an important document and you should read it in full before deciding whether to invest pursuant to the Entitlement Offer and the Additional Share Offer. You should also have regard to other publicly available information about the Company, including ASX announcements, which can be found at the Company’s website www.sovereigngold.com.au.

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Information Booklet

1.	Entitlement Offer details ........................................................................................................................ 8
2.	Entitlement Offer on control of Sovereign Gold ................................................................................... 12
3.	Risk factors ......................................................................................................................................... 13
4.	How to Apply ....................................................................................................................................... 15
5.	Additional information .......................................................................................................................... 17
6.	Definitions and Glossary ..................................................................................................................... 20
7.	Corporate directory ............................................................................................................................. 23

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Chairman’s letter

1 April 2016

Dear Shareholder,

On behalf of the Directors, I am pleased to invite you, as a valued Shareholder of Sovereign Gold Company Limited ( Sovereign Gold or the Company ), to participate in Sovereign Gold’s recently announced 2 for 5 non-renounceable entitlement offer of new Sovereign Gold ordinary shares ( New Shares ) at an issue price of $0.003 per New Share ( Entitlement Offer ).

Directors will be guided by shareholder participation in the Entitlement Offer when determining the extent of any further share issues.

Capital Raising

On 1 April 2016, Sovereign Gold announced its intention to raise approximately $1.2 million through:

the Entitlement Offer, and
either or both of:
a. an issue to Eligible Shareholders applying for any New Shares not taken up by other Eligible Shareholders pursuant to their Entitlements ( Additional Share Offer ), and
b. a placement of any Shortfall Shares to Professional and Sophisticated Investors, within 3 months of the close of the Entitlement Offer (the Placement ).

The Entitlement Offer is open to all shareholders on the register as at 15 April 2016 (the Record Date ) and with registered addresses in Australia and New Zealand ( Eligible Shareholders ).

Under the Entitlement Offer, as Eligible Shareholders you are entitled to subscribe for the number of New Shares ( Entitlement ) set out in your personalised Entitlement and Acceptance Form enclosed with this Information Booklet.

If you take up your full Entitlement, you can also apply for additional New Shares (the Additional New Shares ) under a Shortfall Facility (refer to Section 1.2 of this Information Booklet for more information) (the Shortfall Facility ). The offer price for the Additional New Shares will be the Issue Price of $0.003 per Additional New Share. Any Additional New Shares issued pursuant to the Additional Share Offer, must be allocated from that pool of New Shares that remain available for allocation, after the allocation of all Entitlements to each Eligible Shareholder who has applied for their Entitlements ( Shortfall Shares ). Related Parties of the Company and their associates who are Eligible Shareholders must not apply for, and will not be issued Additional New Shares. Further, the Company will not allocate Additional New Shares to any Eligible Shareholder to the extent that the allocation will result in that Eligible Shareholder acquiring a holding of more than 20% in the Company in such a way that breaches the Corporations Act. Please see Section 4.3 of this Information Booklet for details on how to apply for Additional New Shares.

The Entitlement Offer and the Additional Share Offer are non-renounceable and therefore your Entitlements will not be tradeable on the ASX or otherwise transferable.

Pursuant to section 708AA of the Corporations Act, Sovereign Gold is not required to prepare a prospectus for the Entitlement Offer. A summary of the key information with respect to the Entitlement Offer and the Additional Share Offer are set out in this Information Booklet. Please read the Information Booklet carefully before deciding whether or not to invest. If there is any matter on which you require further information, you should consult your stockbroker, accountant or other professional adviser.

The Placement, the Entitlement Offer, and the Additional Share Offer Facility are together referred to as the Entitlement Offer in this Information Booklet. However, only New Shares issued pursuant to the Entitlement Offer and the Additional Share Offer will be issued on the terms set out in this Information Booklet.

The Entitlement Offer is not going to be underwritten.

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Information Booklet

Non-Renounceable Entitlement Offer

It is proposed that the funds raised from the Entitlement Offer will be applied to costs of Capital Raising, and to provide working capital.

If you are an Eligible Shareholder and you wish to accept your Entitlement pursuant to the Entitlement Offer, you will need to complete the Entitlement and Acceptance Form and return it together with the appropriate application money to the Company’s Share Registry before 5pm (Sydney Time) on the Closing Date of 17 May 2016.

If there is any matter on which you require further information, you should consult your stockbroker, accountant or other professional adviser.

On behalf of the Directors, I encourage you to consider this investment opportunity and thank you for your ongoing support of Sovereign Gold.

Yours sincerely,

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Charles Thomas Chairman

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1. Entitlement Offer details

1.1 The Entitlement Offer

The Entitlement Offer is an Offer of approximately 393,613,914 New Shares at an Issue Price of $0.003 per New Share, on the basis of 2 New Share for every 5 Shares held, to raise approximately $1.2 million (before costs).

On the same date as announcing the Entitlement Offer, the Company applied to the ASX for the New Shares to be granted official quotation on the ASX. Official quotation of the New Shares is expected to occur on or about 25 May 2016.

The Entitlement Offer is an offer to Eligible Shareholders only. Fractional Entitlements will be rounded up to the nearest whole number of New Shares.

The Entitlement Offer is non-renounceable. Accordingly, Entitlements will not trade on the ASX, nor can they be transferred or otherwise disposed of.

An Entitlement and Acceptance Form setting out your Entitlement accompanies this Information Booklet. Eligible Shareholders may subscribe for all or part of their Entitlement.

Eligible Shareholders who do not take up all of their Entitlements will have their percentage shareholding in the Company diluted. Eligible Shareholders should be aware that an investment in the Company involves risks. The key risks identified by the Company are set out in Section 3 of this Information Booklet.

1.2 Shortfall Shares

If any Eligible Shareholders do not take up their full Entitlement under this Offer, the New Shares that are not taken up will form the Shortfall.

Eligible Shareholders may, in addition to applying for their Entitlement, apply for Additional Shares.

The Additional Share Offer is a separate offer pursuant to this Information Booklet. The issue price of the New Shares to be issued pursuant to the Additional Share Offer is $0.003.

Eligible Shareholders who want to apply for Additional New Shares should insert the number of Shortfall Shares that they want to apply for in the appropriate section of the Entitlement and Acceptance Form. Any Shortfall Shares that are applied for must be paid for at the same time and in the same way that the New Shares to be issued pursuant to the acceptance of Entitlements are paid for.

Notwithstanding any application received in response to the Additional Share Offer, the Directors may at their complete and absolute discretion place the Shortfall Shares with any third party.

There is no guarantee that Eligible Shareholders will receive any or all of the Additional New Shares that are applied for. It is an express term of the Additional Share Offer that Eligible Shareholders may receive no allocation of Additional New Shares applied for, and if any are allotted in response to an application under the Additional Share Offer, the relevant Eligible Shareholders must accept any such lesser number of Additional New Shares (being lesser than the number actually applied for) as are issued in response to such an application.

Ineligible Shareholders may not take up their Entitlements under the Offer, and accordingly New Shares that would have otherwise have been issued to them (had they been Eligible Shareholders), do not make up part of the Shortfall.

1.3 Eligibility of Shareholders

The Entitlement Offer and the Additional Share Offer are being offered to all Eligible Shareholders only.

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Information Booklet

Eligible Shareholders are Shareholders on the Record Date who have a registered address in Australia or New Zealand or who are Shareholders that Sovereign Gold has otherwise determined are eligible to participate.

The Entitlement Offer and the Additional Share Offer are not being extended to the Ineligible Shareholders because of the small number of such Shareholders, the number and value of Shares that they hold and the cost of complying with the applicable regulations in jurisdictions outside Australia and New Zealand.

In particular this Entitlement Offer is not made in the United States or to persons (including nominees or custodians) acting for the account or benefit of a person in the United States, or to any person who is ineligible under applicable securities laws in any country to receive an offer under the Entitlement Offer without any requirement for a prospectus to be lodged or registered.

1.4 Placement

Notwithstanding any application received in response to the Additional Share Offer, the Directors may at their complete and absolute discretion place the Shortfall Shares with any third party. The Directors will attempt to place those New Shares within 3 months of the close of the Offer as required by Exception 3 to Listing Rule 7.1 and Listing Rule 7.1A, set out in Listing Rule 7.2.

In the event that there is a Shortfall in subscriptions (including any shortfall existing after taking into account applications for Additional New Shares) under the Entitlement Offer, the Board reserves the right, as contemplated within the Listing Rules, to allocate any Shortfall of New Shares in their discretion so as to ensure a maximum amount of funds are raised. They will do so in a manner which will ensure that no Shareholder will, as a consequence of taking up their Entitlement and applying for Additional New Shares, hold a Relevant Interest of more than 19.99% of all of the Shares in the Company after this Entitlement Offer.

1.5 Responsibility of Applicants for Additional New Shares

Section 606(1) of the Corporations Act prohibits a person from increasing their voting power in the Company:

from 20% or below to above 20%; or
at all if they are at a starting point of above 20% and below 90%,

unless the person falls within one of the exceptions in section 611. One of the exceptions to section 606(1) is where the increase occurs as a result of taking up entitlements under a rights issue. However, as:

a. the Offer is not being made to Shareholders who do not have an address in either Australia or New Zealand, and
b. the Company does not currently intend to appoint a Nominee for the purposes of section 615 (see section 1.18 below),

an increase in voting power that occurs as a result of taking up either the Offer or the Additional Share Offer, as the case may be, will not fall within that exception.

Accordingly, if you want to apply for New Shares whether under the Offer or the Additional Share Offer, it is your responsibility to ensure that if you are issued with New Shares in accordance with your Entitlement or the Additional Share Offer as the case may be, you will not be in breach of section 606(1) of the Corporations Act (whether or not that is because you may rely on one of the exceptions in section 611). If you are in any doubt as to the consequences of applying for New Shares you should seek independent legal advice.

1.6 Return of Application Monies without Interest

In the event that any Application Monies paid for Additional New Shares are to be returned to the relevant Applicant it will be without interest.

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1.7 Investment risks

Eligible Shareholders should be aware that an investment in the Company is subject to investment risks and other known and unknown risks, including possible loss of income and principal invested. A number of these risks are specific to the Company and the industry in which it operates. Some of the key risks identified by the Company are outlined in Section 3 of this Information Booklet. However, these risks should not be taken to be exhaustive of the risks faced by the Company or its Shareholders. Those risk factors referred to Section 3, and others not specifically referred to in Section 3, may materially affect the financial performance of the Company and the value of its Shares in the future.

Sovereign Gold has implemented strategies, actions, systems and safeguards for known risks. However, some risks are beyond its control. Consequently, the prevailing price or value of New Shares issued under the Entitlement Offer may be more or less than the Issue Price.

In any event, the Company does not guarantee any particular rate of return, the performance of the Company, the payment of any dividends, the repayment of capital from the Company, any price for the Company’s Shares or any particular tax treatment.

1.8 New Share terms

Each New Share will rank equally with all existing Shares then on issue. Full details of the rights and liabilities attaching to the Shares are set out in the Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours.

1.9 Underwriting

The Entitlement Offer is not underwritten.

1.10 Fees and commissions

Stockbrokers or other organisations holding an Australian Financial Services Licence ( AFSL ) that lodge valid applications showing their AFSL details, which applications are accepted by the Company, may be paid a fee by the Company of up to 6% (plus GST). Payment of any such fee is subject to agreement with the Company and subject to the receipt of a valid tax invoice by the Company from the stockbroker or Australian Financial Services licensee.

1.11 Proposed use of funds

The Directors intend to apply the funds raised from the Entitlement Offer for the purposes of working capital.

1.12 Allotment and allocation

The Company will proceed to allocate New Shares as soon as possible after the Closing Date and receiving ASX permission for official quotation of the New Shares.

In the event that there is less than full subscription by Eligible Shareholders to their Entitlements under this Information Booklet, the Directors reserve the right to issue any Shortfall Shares at their discretion.

Successful Applicants will be notified in writing of the number of New Shares allocated to them as soon as possible following the allocation being made.

It is the responsibility of Applicants to confirm the number of New Shares allocated to them prior to trading in New Shares. Applicants who sell New Shares before they receive notice of the number of New Shares allocated to them do so at their own risk.

Allocation of shares applied for under the Shortfall Facility will be allocated and allotted in accordance with the allocation policy set out in Section 4.3. Successful Applicants will be notified in writing of the number of New Shares allocated to them as soon as possible following the

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Information Booklet

allocation being made. It is the responsibility of Applicants to confirm the number of New Shares allocated to them prior to trading in New Shares. Applicants who sell New Shares before they receive notice of the number of New Shares allocated to them do so at their own risk.

After allowing for the demands of Eligible Shareholders under the Entitlement Offer, the Directors reserve the right to place any shortfall under the Entitlement Offer within three (3) months at a price no lower than the offer price of $0.003.

1.13 ASX listing

The Company applied for the listing and official quotation of the New Shares on the ASX on 1 April 2016. If granted, official quotation of the New Shares will commence as soon as practicable after allotment of the New Shares to Applicants. It is the responsibility of the Applicants to determine their allocation of New Shares prior to trading.

Should the New Shares not be granted official quotation on the ASX within 3 months after the date of this Information Booklet, none of the New Shares under this Information Booklet will be issued and all Application Monies will be refunded without interest to Applicants within the time prescribed by the Corporations Act.

1.14 CHESS

The Company will apply for the New Shares to participate in CHESS, in accordance with the ASX Listing Rules and ASX Settlement Operating Rules.

The Company will not issue certificates to Shareholders with respect to the New Shares. After allotment of the New Shares, Shareholders who are issuer sponsored will be provided with an issuer sponsored statement and those who are CHESS holders will receive an allotment advice.

The CHESS statements, which are similar in style to bank account statements, will set out the number of New Shares allotted to each successful Applicant pursuant to this Information Booklet. The statement will also advise holders of their holder identification number. Further statements will be provided to holders that reflect any changes in their holding in the Company during a particular month.

1.15 No rights trading

Entitlements to New Shares pursuant to the Issue are non-renounceable and accordingly will not be traded on the ASX.

1.16 Overseas Shareholders

This Information Booklet and accompanying forms do not, and are not intended to, constitute an offer of New Shares in any place outside Australia or New Zealand. The distribution of this Information Booklet and the accompanying Entitlement and Acceptance Form in jurisdictions other than Australia or New Zealand may be restricted by law, and any failure to comply with those restrictions may constitute a serious violation of applicable securities laws.

Accordingly the Company has decided that it is unreasonable to make offers under the Entitlement Offer to the Ineligible Shareholders, and accordingly, the Entitlement Offer is not being extended to, and does not qualify for distribution or sale by or to, and no New Shares will be issued to Ineligible Shareholders.

Therefore, the Entitlement Offer and Shortfall Share Offer is being extended to all Shareholders on the Record Date with a registered address in either Australia or New Zealand.

The Company has not made any investigation as to the regulatory requirements that may prevail in the jurisdictions outside of Australia or New Zealand in which persons may become Shareholders before the Record Date but after the date of this Information Booklet. Accordingly, the Entitlement Offer or the Shortfall Share Offer are not being extended to, and does not qualify for distribution or sale by or to, and no New Shares will be issued to Shareholders having

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registered addresses outside Australia or New Zealand, unless the Company subsequently decides otherwise.

The Company has not made any investigation as to the regulatory requirements that may prevail in the countries, outside of Australia or New Zealand in which persons with a beneficial interest in the Company’s Shares may reside. The distribution of this Information Booklet in jurisdictions other than Australia or New Zealand may be restricted by law and any failure to comply with such restrictions might constitute a violation of applicable securities laws.

This Information Booklet and accompanying Entitlement and Acceptance Form do not, and are not intended to, constitute an offer of New Shares in any place outside of Australia or New Zealand. No offer is made pursuant to this Information Booklet in any place in which, or to any person to whom, it would be unlawful to make such an offer.

2. Entitlement Offer on control of Sovereign Gold

2.1 Present position

At the date of this Information Booklet, the top 20 Shareholders of the Company are as follows:

Rank	Name	Units	% of Units
1.	MR JIHAD MALAEB	63,557,379	6.46
2.	ZERO NOMINEES PTY LTD	62,862,425	6.39
3.	BOOMSLANG CAPITAL PTY LTD	46,448,260	4.72
4.	SYRACUSE CAPITAL PTY LTD SUPER A/C>	38,333,333	3.90
5.	MURDOCH CAPITAL PTY LTD A/C>	33,070,418	3.36
6.	HUDSON RESOURCES LIMITED	32,300,000	3.28
7.	MV AGUSTA INVESTMENTS PTY LTD INVESTMENTS A/C>	30,888,750	3.14
8.	CHIA PARK ALPACAS PTY LTD	27,200,000	2.76
9.	ERGOPHOBIA PTY LTD	23,091,760	2.35
10.	MR ROGER MARTINET	23,000,000	2.34
11.	MS CHLOE THOMAS	21,722,500	2.21
12.	KCIRTAP SECURITIES PTY LTD A/C>	15,000,000	1.52
13.	INNISFREE AUSTRALIA PTY LTD	14,142,275	1.44
14.	CHIA PARK ALPACAS PTY LTD A/C>	13,950,000	1.42
15.	DR LEON EUGENE PRETORIUS	13,157,778	1.34
16.	MICHAEL ROBY LEU	10,550,000	1.07
17.	SCHAMMER PTY LTD	10,083,333	1.02
18.	MOUNTS BAY INVESTMENTS PTY LTD	10,000,000	1.02
19.	ROBERT GEORGE TACY PTY LTD FUND A/C>	10,000,000	1.02
20.	MR ALIS TRAKILOVIC	9,083,333	0.92
Totals:	Top 20 holders of ORDINARY FULLY PAID SHARES (TOTAL)	508,441,544	51.67

2.2 Capital structure

Subject to rounding up of fractional Entitlements the capital structure of Sovereign Gold following the issue of New Shares under the Entitlement Offer (assuming full subscription under the Entitlement Offer) is expected to be as follows:

Shares on issue as at 1 April 2016 (announcement of the Entitlement Offer)	984,034,785
New Shares to be issued under the Entitlement Offer	393,613,914
Shares on issue following the close of the Entitlement Offer, the Additional Share Offer and the Placement	1,377,648,699

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Non-Renounceable Entitlement Offer

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2.3 Potential effects of the Entitlement Offer on control

The Entitlement Offer is a pro-rata offer so that if all Eligible Shareholders take up their Entitlements, the Voting Power of all Eligible Shareholders will remain the same.

However, Shareholders who do not take up all of their Entitlements will have their interest in Sovereign Gold diluted. In addition, the proportional shareholdings of Shareholders who are not resident in Australia or New Zealand may be diluted, as those Shareholders are not entitled to participate in the Entitlement Offer.

While the final percentage interests held by Shareholders of the Company is entirely dependent on the extent to which other Shareholders take up their Entitlements, the Company expects that the potential effect of the issue of Shares under the Offer on the control of the Company will be minimal.

2.4 Director intentions

The Company’s Directors have shown their support for the Entitlement Offer by indicating that they intend to subscribe for some or all of their Entitlements under the Offer.

3. Risk factors

3.1 Introduction

The activities of Sovereign Gold, as in any business, are subject to risks that may impact on its future performance. The future performance of Sovereign Gold and the future investment performance of the New Shares may be influenced by a range of factors. Many are outside the control of the Board and the Company. All of these of which the Company is aware have been disclosed before.

Prior to making any decision to accept the Entitlement Offer, Eligible Shareholders should carefully consider the risk factors that the Company has previously disclosed (many of which are listed below), as well as those risks of which the Eligible Shareholder is aware, or should be aware of through their own knowledge and enquiries. Some of the risks may be mitigated by the Company using safeguards and appropriate systems and taking certain actions.

However, as noted above and previously, some of the risks are outside the control of Sovereign Gold and not capable of mitigation. There are also general risks associated with any investment in shares.

The risks listed below (and previously disclosed by the Company) should not be taken as exhaustive of the risks faced by Sovereign Gold. Factors other than those listed may in the future materially affect the financial performance of Sovereign Gold and the value of the New Shares. Eligible Shareholders should read this Information Booklet in its entirety and consult their stockbroker, solicitor, professional adviser, banker or accountant without delay before deciding whether to accept the Entitlement Offer.

3.2 General Risks

The New Shares that are to be issued pursuant to the Entitlement Offer are speculative because of the nature of the business of the Company as a mineral exploration company. The value of shares can go up as well as down and a dividend may or may not be paid in the future, depending on the Company’s operating successes. As the holding of the Company’s securities can involve certain risks, Eligible Shareholders in doubt as to the course they should follow should consult their stockbroker, solicitor, professional adviser, banker or accountant without delay. A summary of the major general risks is described below:

3.3 Share Market Risk

There are a number of factors (both national and international) that may affect the share market price and neither the Company nor its Directors have control of those factors. The New Shares

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carry no guarantee in respect of profitability, dividends, return on capital, or the price at which they may trade on the ASX. The market price of the Company’s Shares will be subject to varied and often unpredictable influences in the share market.

3.4 General Economic Conditions

Changes in the general economic climate in which the Company operates may adversely affect the financial performance of the Company. Factors that may contribute to that economic climate include the general level of economic activity, interest rates, inflation, supply and demand, industrial disruption and other economic factors. The price of commodities will also be of particular relevance to the Company. These factors are beyond the control of the Company and the Company cannot, with any degree of certainty, predict how they will impact on the Company.

3.5 Legislative Change

Changes in government regulations and policies in jurisdictions in which the Company has mining interests may adversely affect the financial performance or the current and proposed operations generally of the Company.

3.6 Unforeseen Expenses

While Sovereign Gold is not aware of any expenses that may need to be incurred that have not been taken into account, if such expenses were subsequently incurred, the expenditure proposals of the Company may be adversely affected.

3.7 Risks Specific to an Investment in the Company

In addition to the general market and economic risks noted in Section 3.2, Eligible Shareholders should be aware of risks specific to an investment in the Company, which may include, but are not limited to the following.

General Project Risks
Contractual Risk
Exploration and Commercialisation
Operational Risk
Tenement Risks
Commodity Prices and Market
Operating Risks
Commercialisation
Legal Title of Prospects
Resource and Reserves Risk
Environmental Regulation and Risks
Native Title
Land Access Risk
Government Policy and Taxation
Insurance Arrangements
Reliance on Third Parties
Reliance on Key Personnel
Management Actions
Financing and Additional Funding Requirements

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Exchange Rate Risks

4. How to Apply

4.1 Your choices as an Eligible Shareholder

The number of New Shares to which each Eligible Shareholder is entitled ( Entitlement ) is calculated as at the Record Date and is shown on the personalised Entitlement and Acceptance Form accompanying this Information Booklet.

Eligible Shareholders may:

(a) take up their Entitlement in full (refer to Section 4.2);
(b) take up their Entitlement in full and apply for Additional Shares (refer to section 4.3);
(c) take up part of their Entitlement, in which case the balance of the Entitlement would lapse (refer to Section 4.4); or
(d) allow their Entitlement to lapse (refer to Section 4.5).

Ineligible Shareholders may not take up any of their Entitlements.

Sovereign Gold reserves the right to reject any Entitlement and Acceptance Form that is not correctly completed or that is received after the Closing Date. The Closing Date for acceptance of the Entitlement Offer is 5.00pm (Sydney Time) on 17 May 2016.

4.2 Taking up your Entitlement in full

If you wish to take up your Entitlement in full, follow the instructions set out on the Entitlement and Acceptance Form.

Please return your completed Entitlement and Acceptance Form together with your Application Monies in accordance with Section 4.7 for the amount shown on the Entitlement and Acceptance Form to the Share Registry so that it is received no later than 5.00pm (Sydney Time) on 17 May 2016 at the following address:

Computershare Investor Services Pty Ltd GPO Box 505, Melbourne VIC 3001

Entitlement and Acceptance Forms will not be accepted at the Company’s registered office. You may also take up all of your Entitlement by payment of the Application Monies through

BPAY in accordance with the instructions on the Entitlement and Acceptance Form. If payment is made through BPAY, you do not need to return the Entitlement and Acceptance Form. Your payment must be received by no later than 5.00pm (Sydney Time) on 17 May 2016.

Refund amounts, if any, will be paid in Australian dollars. You will be paid by cheque sent by ordinary post to your address as recorded on the share register.

4.3 Taking up your Entitlement in full and applying for Additional Shares

If you wish to take up all of your Entitlement and also apply for Additional Shares, complete the accompanying Entitlement and Acceptance Form for New Shares and the Additional New Shares section in accordance with the instructions set out in the form and follow the other steps required in accordance with Section 4.2 above. In order to apply for Additional New Shares you must be an Eligible Shareholder and must have first taken up your Entitlement in full.

A Shortfall will exist if any Eligible Shareholder does not take up their full Entitlement. Additional New Shares applied for will only be allocated and issued if a Shortfall exists.

Allocation and allotment of any Additional New Shares applied for will be made in accordance with the following policy:

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(a) The Directors will allocate the Shortfall Shares to Eligible Shareholders who have indicated they wish to take up their Additional New Shares.
(b) These Additional New Shares will be allocated on a pro-rata basis if there is a greater demand than available shares.
(c) No Related Party or Eligible Shareholder associated with them will participate in the Shortfall Facility.
(d) The Company will not allocate or issue Additional New Shares under the Shortfall Facility, where it is aware that to do so would result in a breach of the Corporations Act, the Listing Rules or any other relevant legislation or law. Eligible Shareholders wishing to apply for Additional New Shares must consider whether or not the issue of the Additional New Shares applied for would breach the Corporations Act or the Listing Rules having regard to their own circumstances.
(e) There is no guarantee that Eligible Shareholders will be successful in being allocated any of the Additional New Shares that they apply for. The Company may reject any application for Additional New Shares or allocate fewer Additional New Shares than applied for by Applicants for Additional New Shares in accordance with the policy set out above.

4.4 Taking up part of your Entitlement and allowing the balance to lapse

If you wish to take up only a part of your Entitlement, complete the Entitlement and Acceptance Form for the number of New Shares you wish to take up and follow the other steps required in accordance with Section 4.2 above.

You may arrange for payment through BPAY in accordance with the instructions on the Entitlement and Acceptance Form. If payment is made through BPAY and the Company receives an amount that is less than the Issue Price multiplied by your Entitlement ( Reduced Amount ), your payment may be treated as an application for as many New Shares as your Reduced Amount will pay for in full.

4.5 Allowing your entitlement to lapse

If you do not wish to accept all or any part of your Entitlement, do not take any further action and your Entitlement (or part of your Entitlement as the case may be) will lapse.

4.6 Consequences of not taking up your Entitlement

If you do not take up all of your Entitlement in accordance with the instructions set out above, any New Shares that you would have otherwise been entitled to under the Entitlement Offer, may be issued by the Directors to other Eligible Shareholders pursuant to an application by them for Additional Shares, or placed by the Directors to third parties.

4.7 Payment

The consideration for the New Shares is payable in full on application by a payment of $0.003 per New Share.

A cheque must accompany the Entitlement and Acceptance Form for the Application Monies. Cheques must be drawn in Australian currency on an Australian bank and made payable to ‘ Sovereign Gold Company Limited - Rights Issue Account ’ and crossed ‘ Not Negotiable ’.
Alternatively, you may arrange for payment of the Application Monies through BPAY in accordance with the instructions on the Entitlement and Acceptance Form.

Eligible Shareholders must not forward cash by mail. Receipts for payment will not be issued.

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4.8 Binding effect of Entitlement and Acceptance Form

A completed and lodged Entitlement and Acceptance Form, or a payment made through BPAY, constitutes a binding offer to acquire New Shares on the terms and conditions set out in this Information Booklet and, once lodged or paid, cannot be withdrawn. If the Entitlement and Acceptance Form is not completed correctly it may still be treated as a valid application for New Shares. The Directors’ decision whether to treat an acceptance as valid and how to construe, amend or complete the Entitlement and Acceptance Form is final.

By completing and returning your personalised Entitlement and Acceptance Form with the requisite Application Monies or making a payment by BPAY, you will also be deemed to have acknowledged, represented and warranted on behalf of each person on whose account you are acting that:

(a) you are an Eligible Shareholder and are not in the United States and are not a person (including nominees or custodians) acting for the account or benefit of a person in the United States and are not otherwise a person to whom it would be illegal to make an offer or issue New Shares under the Entitlement Offer;
(b) you acknowledge that the New Shares have not been, and will not be, registered under the US Securities Act or under the laws of any other jurisdiction outside Australia or New Zealand; and
(c) you have not and will not send any materials relating to the Entitlement Offer to any person in the United States or to any person (including nominees or custodians) acting for the account or benefit of a person in the United States.

4.9 Return of surplus Application Monies

Application Moneys received but not applied towards subscriptions for Additional New Shares on a Shortfall will be refunded by cheque as soon as reasonably practicable following the allocation of Additional New Shares. No interest will be paid on Application Monies held and returned.

4.10 Brokerage, handling fees and stamp duty

No brokerage, handling fees or stamp duty is payable by Applicants in respect of their applications for New Shares under this Information Booklet. The amount payable on acceptance will not vary during the period of the Entitlement Offer and no further amount is payable on allotment.

Application Monies will be held in trust in a subscription account until allotment of the New Shares. The subscription account will be established and kept by the Company on behalf of the Applicants. Any interest earned on the Application Monies will be retained by the Company irrespective of whether allotment takes place.

In the event of a Shortfall the Company may seek the assistance of licensed investment advisers to complete the issue of New Shares. In the event that a licensed investment adviser may be contracted to obtain investors, then a fee may be payable to the adviser.

5. Additional information

5.1 Section 708AA Corporations Act

The Company is a disclosing entity and therefore subject to regular reporting and disclosure obligations under the Corporations Act. Under those obligations, the Company is obliged to comply with all applicable continuous disclosure and reporting requirements in the Listing Rules.

This Information Booklet is issued under Section 708AA(2)(f) of the Corporations Act. This section enables disclosing entities to issue an Information Booklet in relation to securities in a class of securities which has been quoted by ASX at all times during the 12 months before the

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date of the Information Booklet, or options to acquire such securities. Apart from formal matters, this Information Booklet need only contain information that:

(a) is excluded information as at the date of the Information Booklet pursuant to sections 708AA (8) and (9); and
(b) states:
(1) the potential effect the issue of the New Shares will have on the control of the Company; and
(2) the consequences of that effect.

In addition, as a result of ASIC Class Order 08/35, section 708AA(7) requires that if, after the notice required under section 708AA(2)(f) ( Cleansing Notice ) has been lodged and before the New Shares are issued ( Relevant Period ) the Company becomes aware of:

(a) any information that would be Excluded Information for the purpose of the Cleansing Notice; or
(b) a material change to the potential effect the issue of the relevant securities will have on the control of the Company or the consequences of that effect,

( Additional Information ), the Company must disclose that Additional Information to the ASX as soon as practicable and before the end of the Relevant Period.

Accordingly, the Company will disclose by announcement to the ASX any Additional Information that it becomes aware of during the Relevant Period.

5.2 Rights and liabilities attaching to New Shares

The New Shares will have from issue the same rights attaching to all existing Shares on issue. The rights attaching to ownership of the New Shares are set out in the Constitution, a copy of which is available for inspection at the registered office of the Company during business hours.

This Information Booklet does not contain a summary of the principal rights and liabilities of holders of the New Shares.

5.3 Expenses of the Capital Raising

All expenses connected with the Entitlement Offer are being borne by the Company. Total expenses of the Entitlement Offer are estimated to be in the order of $60,000 (assuming that the Entitlement Offer is fully subscribed). These expenses include, amongst other things, legal fees, brokerage fees, share registry fees and printing and postage costs.

In addition the Company may if it deems it necessary for the success of the Entitlement Offer, pay brokers’ stamping fees which will be equal to a percentage of the Issue Price (including GST) of New Shares issued under either the Entitlement Offer and the Shortfall Share Offer to stockbrokers who submit a valid claim for a broker stamping fee on successful Applications.

5.4 Consents and disclaimers

Written consents to the issue of this Information Booklet have been given and at the time of this Information Booklet have not been withdrawn by the following parties:

Computershare Investor Services Pty Ltd has given and has not withdrawn its consent to be named in this Information Booklet as the Share Registry of the Company in the form and context in which it is named. It has had no involvement in the preparation of any part of this Information Booklet other than recording its name as Share Registry to the Company. It takes no responsibility for any part of the Information Booklet other than the references to its name.

Piper Alderman has given and has not withdrawn its consent to be named in this Information Booklet as solicitors to the Entitlement Offer in the form and context in which it is named. It takes no responsibility for any part of the Information Booklet other than references to its name.

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5.5 Directors’ statement

This Information Booklet is issued by Sovereign Gold Company Limited. Each Director has consented to the lodgement of the Information Booklet with ASX.

Signed on the date of this Information Booklet on behalf of Sovereign Gold Company Limited by:

==> picture [89 x 29] intentionally omitted <==

Charles Thomas

Chairman - Sovereign Gold Company Limited

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6. Definitions and Glossary

Terms and abbreviations used in this Information Booklet have the following meaning:

Acceptance	An acceptance of Entitlements.
Additional New Share	The number by which the amount of Additional New Shares
Deficit	applied for exceeds the number of Shortfall Shares
	available to be issued.
Additional New Shares	New Shares to be issued pursuant to the Additional Share
	Offer.
Additional Share Offer	The offer to Eligible Shareholders to subscribe for any
	Shortfall Share not taken up under the Entitlement Offer,
	pursuant to the terms set out in this Information Booklet.
Applicant	An Eligible Shareholder who has applied to subscribe for
	New Shares by submitting an Entitlement and Acceptance
	Form or arranging for payment through BPAY in
	accordance with the instructions on the Entitlement and
	Acceptance Form.
Application	The submission of an Entitlement and Acceptance Form
	accompanied by the relevant Application Monies or
	arranging for payment of the relevant Application
	Monies through BPAY in accordance with the
	instructions on the Entitlement and Acceptance Form.
Application Monies	The aggregate amount payable for the New Shares applied
	for in a duly completed Entitlement and Acceptance Form or
	through BPAY, calculated as the Issue Price multiplied by
	the number of New Shares applied for.
ASIC	Australian Securities & Investments Commission.
ASX	ASX Limited ACN 008 624 691 or the Australian Securities
	Exchange, as applicable.
Board	The board of Directors of the Company
Business Day	Has the same meaning as in the Listing Rules.
Capital Raising	The Entitlement Offer, the Additional Share Offer, and the
	Placement.
CHESS	The Clearing House Electronic Sub Register System, an
	automated transfer and settlement system for
	transactions in securities quoted on the ASX under which
	transfers are effected in paperless form.
Closing Date	17 May 2016, the date the Entitlement Offer closes.
CompanyorSovereign Gold Sovereign Gold Resources Limited ACN 145 184 667.
Constitution	The constitution of the Company.
Corporations Act	Corporations Act 2001(Cth).
Director	A director of the Company.

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Eligible Shareholder	A Shareholder on the Record Date who has a registered
	address in Australia or New Zealand, or is a Shareholder
	that the Company has otherwise determined is eligible to
	participate.
Entitlement	The entitlement to subscribe for New Shares pursuant to the
	Entitlement Offer.
Entitlement and	The entitlement and acceptance form accompanying
Acceptance	this Information Booklet.
Form
Entitlement OfferorOffer	The pro rata non-renounceable offer to Eligible
	Shareholders to subscribe for 1 New Share for every 1
	Shares of which the Shareholder is the registered holder
	on the Record Date, at an issue price of $0.002 per New
	Share pursuant to this Information Booklet.
Ineligible Shareholder	A Shareholder (or beneficial holder of Shares) who is a
	Shareholder on the Record Date with a registered address
	outside of either Australia or New Zealand.
Information Booklet	This Information Booklet dated 1 April 2016.
Issue Price	$0.003 for each New Share applied for.
Listing Rules	The official listing rules of ASX.
New Shares	Shares to be allotted and issued under the Entitlement
	Offer, and the Additional Share Offer.
Nominee	ASIC registered nominee appointed by the Company for the
	purposes of section 615 of the Corporations Act, and to
	whom the Company must issue the New Shares that would
	have been issued to Ineligible Shareholders if they had
	registered addresses on the Record Date on Australia or
	New Zealand.
Opening Date	18 April 2016, the date the Entitlement Offer opens.
Placement	The placement by and at the complete discretion of the
	Directors to third parties, of any remaining Shortfall
	Shares after completion of the Additional Share Offer.
Professional Investor	Has the meaning given to that term in the Corporations Act.
Qualified Eligible	An Eligible Shareholder who is either a Sophisticated or
Shareholders	Professional Investor.
Record Date	5.00pm (Sydney Time) on 15 April 2016.
Register of Members	The register of members of the Company.
Related Party	Has the meaning given to that term in the Corporations Act.

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Relevant Interest	Has the meaning given to that term in the Corporations Act.
Share	A fully paid ordinary share in the capital of the Company.
Share Registry	Computershare Investor Services Pty Ltd.
Shareholder	A holder of Shares.
Shortfall Facility	The facility described in Section 1.2 under which Eligible
	Shareholders may apply for additional New Shares in
	excess of their Entitlement.
Shortfall or Shortfall	Any New Shares in respect of which the Entitlement
Shares	Offer has not been accepted.
Sophisticated Investor	Has the meaning given to that term in the Corporations Act.
Sydney Time	Australian Eastern Daylight Time or Australian Eastern
	Standard Time in effect at the relevant time.
US Securities Act	The US Securities Act of 1933, as amended.
Voting Power	Has the meaning given to that term in the Corporations Act.

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7. Corporate directory

Issuer Directors Sovereign Gold Company Limited Charles Thomas (Chairman) ACN 145 184 667 Rocco Tassone (Managing Director) Patrick Glover Level 2 131 Macquarie Street Sydney NSW 2000 p: +61 2 9251 7177 f: +61 2 9251 7500 e: [email protected] w: www.sovereigngold.com.au Lawyers Company Secretary Piper Alderman Henry Kinstlinger Level 23, Governor Macquarie Tower 1 Farrer Place Chief Financial Officer Sydney NSW 2000 Francis Choy Share Registry Auditors The Registrar K.S. Black & Co Computershare Investor Services Pty Ltd Suite 2404 MLC Centre Yarra Falls 19 - 21 Martin Place 452 Johnston Street Sydney NSW 2000 Abbotsford VIC 3067 (Australia) p: +61 (3) 9415 4000 or 1300 850 505

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AI assistant

CRITICAL RESOURCES LIMITED — Capital/Financing Update 2016

64708_rns_2016-03-31_fe722016-1603-4822-98f1-58239b6ec4d6.pdf

Non-Renounceable Rights Issue

Excluded information

Cleansing Notice

Further information

For further information please contact:

Sovereign Gold Company Limited ACN 145 184 667

Entitlement Offer Information Booklet

The Entitlement Offer is not underwritten.

Important notice

Important information

Entitlement and Acceptance Forms

Key dates for investors

Summary of Capital Raising

Entitlement Offer

Underwriting

Important notice

No excluded information

Foreign Shareholders

New Zealand

No representations

Deciding to accept the Offer

Table of Contents

Chairman’s letter

Capital Raising

Non-Renounceable Entitlement Offer

1. Entitlement Offer details

1.1 The Entitlement Offer

1.2 Shortfall Shares

1.3 Eligibility of Shareholders

1.4 Placement

1.5 Responsibility of Applicants for Additional New Shares

1.6 Return of Application Monies without Interest

1.7 Investment risks

1.8 New Share terms

1.9 Underwriting

1.10 Fees and commissions

1.11 Proposed use of funds

1.12 Allotment and allocation

1.13 ASX listing

1.14 CHESS

1.15

No rights trading

1.16 Overseas Shareholders

Non-Renounceable Entitlement Offer

2. Entitlement Offer on control of Sovereign Gold

2.1 Present position

2.2 Capital structure

2.3 Potential effects of the Entitlement Offer on control

2.4 Director intentions

3. Risk factors

3.1 Introduction

3.2 General Risks

3.3 Share Market Risk

3.4 General Economic Conditions

3.5

Legislative Change

3.6 Unforeseen Expenses

3.7

Risks Specific to an Investment in the Company

4. How to Apply

4.1

Your choices as an Eligible Shareholder

4.2 Taking up your Entitlement in full

Computershare Investor Services Pty Ltd GPO Box 505, Melbourne VIC 3001

4.3 Taking up your Entitlement in full and applying for Additional Shares

4.4 Taking up part of your Entitlement and allowing the balance to lapse

4.5 Allowing your entitlement to lapse

4.6

Consequences of not taking up your Entitlement

4.7 Payment

4.8 Binding effect of Entitlement and Acceptance Form

4.9 Return of surplus Application Monies

4.10 Brokerage, handling fees and stamp duty

5. Additional information

5.1 Section 708AA Corporations Act

5.2 Rights and liabilities attaching to New Shares

5.3 Expenses of the Capital Raising

CRITICAL RESOURCES LIMITED Capital/Financing Update 2016