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CRITICAL RESOURCES LIMITED Capital/Financing Update 2018

Mar 15, 2018

64708_rns_2018-03-15_24f020c8-ec99-4442-9d0c-c7140af67820.pdf

Capital/Financing Update

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16 March 2018

ASX Announcements Office 152–158 St Georges Terrace Perth WA 6000 Australia

SALE OF NON-CORE GOLD PROJECT

  • Agreement entered into to sell the Mt Adrah Gold Project located in New South Wales, subject to finalisation of legal and technical due diligence

  • Due diligence underway and to be completed by no later than 16 April 2018

  • Total consideration of up to $500,000 payable half in cash and half in shares

  • Disposal of non-core project allows for the Company to focus on its highly promising Kitotolo and Kanuka Lithium Projects in the DRC

Force Commodities Ltd ( Force or the Company ) (ASX Code: 4CE ) is pleased to advise that it has entered into an agreement to sell its Mt Adrah Gold Project tenements in New South Wales, for consideration of up to $500,000, half in cash and half in shares, to Wildcat Resources Pty Ltd (ACN 624 787 417) and Rock the Polo Pty Ltd (ACN 152 401 011), together referred to as the Purchasers ; pursuant to an introduction by Mr Charles Thomas of specialist corporate advisory and venture capital firm GTT Ventures Pty Ltd.

The agreement is conditional upon due diligence being completed by the purchaser to its satisfaction and the obtaining of all necessary consents and approvals ( Conditions Precedent ). These Conditions Precedent are required to be completed by 16 April 2018, or such later date agreed by the parties.

Under the terms, the Company will receive $250,000 in cash within 5 Business Days of satisfaction of the Conditions Precedent plus a further $250,000 in shares, or $100,000 in cash plus options equal to 5% of the options on issue in the Purchasers or their nominees, upon completion of an initial public offering (IPO) by one of the Purchasers ( Deferred Consideration ).

Commenting on the sale, Force’s Managing Director Jason Brewer stated:

With our focus firmly fixed on exploration and development of our highly promising lithium projects in the Congo, the decision has been made to dispose of the Mt Adrah Gold Project, a non-core asset and one that to be developed to its potential will require significant management time and resources. Whilst I believe the Mt Adrah Gold Project has the potential to host a significant gold resource, with the opportunity we now have in Africa, we cannot afford any distraction from our plans to accelerate exploration and development activities at the Kitotolo and Kanuka Lithium Projects.

We are keen to retain some interest in the Mt Adrah Gold Project given its potential and it is for this reason that we agreed for part of the proceeds to be in the form of equity in the acquiring entity - just as we have successfully done with our equity investment in Marquee Resources (ASX:MQR). We have a vested interest in the planned IPO of the Purchasers performing well and to this extent we will assist and support the Purchasers to successfully complete their IPO .”

END

Contact:

Michael Fry Company Secretary Force Commodities Limited M: 0417 996 454

Force Commodities Ltd | 6 Cheviot Way, Burns Beach, WA, 6028 | PO Box 1024 West Leederville WA 6007 | P: +61 8 6202 6530 F: +61 8 6323 3347 | web:forcecommodities.com.au | Email: [email protected] | ABN 12 145 184 667 | ASX:4CE