CRITICAL RESOURCES LIMITED — Major Shareholding Notification 2011

Jul 19, 2011

le•Jel 2. I J I Macquane Street Sydney NSW 2000 T +6J2 9251 7177 F +612 9251 7500

20 July 2011

Company Announcements Australian Securities Exchange Limited 20 Bridge Street Sydney NSW 2000

Dear Sirs,

Notices of Initial Substantial Holder

With reference to the above, please find attached two Form 603s "Notice of Initial Substantial Holder" received by the Company on 26th May 2011 , on behalf of Mr Li Ren and Mr Geng Du Lou.

Should you have any queries, please contact the writer.

Form 603

Corporations Act 2001 Section 671 B

Notice of initial substantial holder

12 Company Name/Scheme			SOVEREIGN GOLD COMPANY LIMITED
ACN/ARSN	145 184 667
1. Details of substantial holder (1) Name	MR.	Li	REN
ACN/ARSN (if applicable)

The holder became a substantial hOlder on

26, 05 2011

2. Details of voting power

The total number of votes attached to all the voting shares 1n the company or votmg interests 1n the scheme that the substantial holder or an assoc1ate (2) had a relevant Interest (3) 1n on the date the substantial holder became a substantial holder are as follows:

Class of secunties (4)	Number of securities	Person's votes (5)	Voung power (6)
Fully Paid Ordinary Shares 6,000,000		6,000,000	7.8%
(FPO)

3. Details of relevant interests

The nature of the relevant interest the subs;antial holder or an associate had in the following voting securities on me date the substantial holder became a sulJ~ldlllial holder are as follows.

Holder of rele•1ant mterest	Nature of relevant interest (7)	Class and numoer of securnies
Mr. Li REN	Mr. Li REN	6,000,000 FPO

4. Details of present registered holders

The persons registered as holders of me securities referred to 1n paragraph 3 above are as follows:

Holder of relevant Interest	Registered holder of securities	Person enmled to be registered as holder (B)	Class and number ofsecumies
Mr. Li REN	Mr. Li REN	Mr Li REN	6,000,000 FPO

5. Consideration

The consideration paid for each releva1t imerest referred to in paragraph 3 aoove. and acqUired in the four mo~ths pnor to the day that the substa1tial holder became a substantial holder is as follo·:1s:

Holder of relevant Interest	Date of acquis1tio1	Co1s1deration (9)		Class and number of secunties
		casn	Non·casn
Mr. Li REN	26/0512011	~2. 100,000.0)		6 ,000,000 FPO

6. Associates

The reasons the persons named m paragraph 3 above are associates of the substantial holder are as follows:

Name and ACNIARSN (if applicable}	Nature of association

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Mr. Li REN	18 Simpson Place, Belrose, NSW, 2085

Signature

DIRECTIONS

• (1} If there are a number of substantial holders w1th Similar or related relevant mterests (eg a corporation a~d 1ts related corporauons. or the manager and trustee or aD equity trust}. the names could be included in an annexure to the form. If the relevant mtcrests of a grouo or persons are esse~ually similar. they may be referred to throug1out tne form as a specifically named group 1f the membership of each group. w1th tne names and addresses of members is clearly set cut in paragraph 7 of the form
• (2} See the defimtion of "associate" in secllon 9 of the Corporations Act 2001.
• (3} See the defimuon of "relevant interest" in sections 608 and 671 B(7} of the Corporations Act 2001.
• (4} The voting shares of a compa~y consiitute one class unless divided into separate classes.
• (5} The total number of votes attacned to all the voting shares in the company or voting mterests in the scheme (1f any} that the person or an associa:e has a rele•;ant i:uerestin.
• (6} The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• (7} Include details of
• (a} any relevant agreement or other mcumstances by wh1ch the relevant Interest \"las acqUired. If subsecuon 671 B(4} ap~lies. a copy of any document setting out the terms of any relevan: agreement. and a statement by the person giving full and accurate deta1ls of any contract. scheme or arrangement must accom~1y this form. togetner w1tr1 a v.Titten statemen: cen1fymg this con:ract. scheme or arrangemen:: and
• (o) any quahficauon of me oower of a person to exercise. control the exercise of, or mnuence tr1e exercise of. tne voting pov;ers or disposal of the secunues to wh1ch the relevant interest relates (Indicating clearly the oarticular securiues to which the qualification applies}.

See the definiuon of "relevant agreement" in section 9 of the Corporations Act 2001.

• (8} If the substanual holder is unable to determine the 1dent1ty of the person ( eg. if the relevant Interest arises because of an opuon} mite "un<nown
• (9} Details of the consideration must include ar-.y and all benefitS. money and o:her. that any person from \',nom a relevant interest was acqUired has. or may. become en:itled to receive in relatioD to that acquisition. Details must be included even 1f the benefit is conditional on the happen1ng or no: of a contingency Details must be included of any benefit paid on oehalf of tne substantial holder or its associate in rela:1on to the acquisitions. even 1f they are not paid d1rect1y to the person from whom the relevant interest was acquired

Form 603

Corporations Act 2001 Section 6718

Notice of initial substantial holder

Ill_ Company Name/Scheme	SOVEREIGN GOLD COMPANY LIMITED
ACN/ARSN	145 184 667
1. Details of substantial holder (1) Name ACN 'ARSN (1f applicable)	Mr. Geng Du LOU

The holder became a substanual holder on

26 t 05 2011

2. Details of voting power

The total number or votes attacned to all the voting shares in the company or voting Interests 1n the schene that tne substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class or securities (4)	Number or secunties	Person's votes (5)	Votmg power (6)
Fully Paid Ordinary Shares 4,000,000		4,000,000	5.19%
(FPO)

3. Details of relevant interests

The nature of the relevant interest tne substantial holder or an associate had in the following voting securities on tile date ll1e substantial holder became a ~ull~tdntidl holder are as follows

Holder of relevant interest	Nature or relevant interest (7)	Class and number or secumies
Mr. Geng Du LOU	Mr. Geng Du LOU	4,000,000 FPO

4. Details of present registered holders

The persons registered as holders of the securities referred to m paragraph 3 above are as follows:

Holder of relevant interest	Regtstered holder of secuntics	Person entitled to be registered as holder (8)	Class and number of securiues
Mr. Geng Du LOU	Mr. Geng Du LOU	Mr. Geng Du LOU	4,000,000 FPO

5. Consideration

The constderauon paid for each releva~t interest referred to in paragraph 3 above. and acqUired in the four mo1lils pnor to the day that the sutlstan:ial holder became a suostanual holder is as folio;' IS'

Holder of relevant mterest	Date of acquisition	Consideration (9)		Class and number ofsecunues
		casn	Non·casn
Mr. Geng Du LOU	26/05/2011	~1 ,400,000.0)		4,000,000

6. Associates

The reasons the persons named in paragraph 3 above are assoc1ates or the substantial holder are as Follows:

Name and ACN/ARSN (iF aoplicable}	Nature or association

7. Addresses

The addresses or persons named in this Form are as Follows:

Name	Address
Mr. Geng Du LOU	56 Tennyson Street, Kurralta Park, Adelaide, SA 5037

Signature

DIRECTIONS

• (1) IF there are a number or substantial holders with similar or related relevant interests (eg a corporation and its related corporations. or the manager and trustee or an equity trust). the names could be included in an annexure to the Form. IF the relevant interests of a group or persons are essentially sim1lar. they may be reFerred to throughout the Form as a specifically named group if the membership or each group. w1tn the names and addresses of members is clearly set out in paragraph 7 or the Form.
• (2) See the definition or ·associate· in sewon 9 of tne Corporations Act 2001
• (3) See the defimtion or ·relevant interest" in sections 608 and 6718(7) of the Corporations Act2001.
• (4} The voung shares of a company cons mute one class unless divided IntO separate classes.
• (5) The total number of votes attached to all the voting shares m tne company or voting interests in the scner.Je (1f any) that the person or an associate has a relevant interest in.
• (6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• (7) Include details or.
• (a) any relevant agreement or other circumstances by which the relevant interest was acqUired. IF subsection 6718(4} applies. a copy of any document setting out the terms or any relevant agreement. and a statement by the person giving Full and accurate details of any contract. scheme or arrangement. must accompany this form. together with a wrinen statement certifying this contract. scheme or arrangement: and
• (b) any qualification or the power of a person to exerc1se. control the exercise or. or mfluence me exercise or the voting powers or d1sposal or the securities to wnich the relevant mterest relates (indicating clearly the particular securities to which the qualification applies).

See the definition or ·relevant agreement" m section 9 of the Corporations Act2001.

• (8) If the substantial holder is unable to determme the identity of the person ( eg 1f the relevant interest arises because or an o~tlon) \'lrite un~nown·.
• (9) Details or the consideratiOn must mclude any and all benefits. money and other. that any person from whom a relevant interest was acquired has. or may become enutled to receive in relation to that acquisition. Details must be Included even if the benefit Is conditio:Jal o1the happening or not or a co1t1ngency Deta11s must be mcluded or any benefit pa1d on oehalf or the substanual holder or its associate m relation to tne acquisitions. even 1f they are not paid directly to the person from whom the relevant Interest was acqUired.