CRITICAL RESOURCES LIMITED — Share Issue/Capital Change 2012

Dec 5, 2012

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

Name of entity

SOVEREIGN GOLD COMPANY LIMITED

ABN

12 145 184 667

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).

• ⁺Class of ⁺securities issued or to $\mathbf{1}$ be issued
• Number of ⁺securities issued or $\overline{\mathbf{z}}$ to be issued (if known) or maximum number which may be issued
• Principal terms of the $\overline{\mathbf{3}}$ *securities (eg, 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.

• Do the ⁺securities rank equally $\overline{4}$ in all respects from the date of allotment 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 Issue price or consideration $5¹$ 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 The date the security holder $6_b$ resolution under rule 7.1A was passed
• Number of ⁺securities issued $6c$ without security holder approval under rule 7.1

⁺ See chapter 19 for defined terms.

• 6d Number of ⁺securities issued with security holder approval under rule 7.1A
• Number of ⁺securities issued 6e with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• 6f Number of securities issued under an exception in rule 7.2
• If securities issued under rule $6g$ 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the
  issue date and both values. Include the source of the VWAP calculation.
• 6h If securities were issued under rule for $7.1A$ non-cash consideration, state date on which $\sigma f$ valuation consideration was released to ASX Market Announcements
• 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements
• Dates of entering ⁺securities $7^{\circ}$ into uncertificated holdings or despatch of certificates
• 8 Number and ⁺class of all *securities quoted on ASX (including the securities in section 2 if applicable)

Number	+ Class
139, 163, 842	Fully paid ordinary shares

⁺ See chapter 19 for defined terms.

		Number	+Class
9	Number and + class of all *securities not quoted on ASX (including the securities in section 2 if applicable)	4,500,000	ESOP Options exercisable at \$0.30 expiring 15/09/2013
		2,750,000	Success Options exercisable at \$0.30 expiring at 29/11/2013

Dividend policy (in the case of a $\boxed{\mathsf{N/A}}$ trust, distribution policy) on the 10 increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11	holder security approval Is 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 determine to entitlements
16	holdings on different Will registers (or subregisters) be aggregated for calculating entitlements?
17 17	Policy for deciding entitlements in relation to fractions

⁺ See chapter 19 for defined terms.

18 Names of countries in which the entity has ⁺security holders who will not be sent new issue 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
• Names of any underwriters $20$
• Amount of any underwriting fee $21$ or commission
• Names of any brokers to the $22$ issue
• Fee or commission payable to $23$ the broker to the issue
• Amount of any handling fee $24$ payable to brokers who lodge acceptances or renunciations on behalf of ⁺security holders
• If the issue is contingent on $25$ *security holders' approval, the date of the meeting
• $26$ Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled
• If the entity has issued options, $27$ and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
• Date rights trading will begin (if $28$ applicable)

⁺ See chapter 19 for defined terms.

Appendix 3B New issue announcement

Date rights trading will end (if 29 applicable) How do ⁺security holders sell 30 their entitlements $in$ full through a broker? How do ⁺security holders sell $31$ part of their entitlements through a broker and accept for the balance? How do ⁺security holders dispose 32 of their entitlements (except by sale through a broker)? ⁺Despatch date 33

Part 3 - Quotation of securities

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

• Type of securities 34 (tick one)
• Securities described in Part 1
• $(b)$

$(a)$

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

⁺ See chapter 19 for defined terms.

36	$1 - 1,000$ $1,001 - 5,000$ 5,001 - 10,000 10,001 - 100,000 100,001 and over	If the securities are equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories
37	A copy of any trust deed for the additional +securities
38	Number of securities for which + quotation is sought	44,875,000
39	Class of + securities for which quotation is sought	Fully paid ordinary shares (FPO)
40	Do the + securities rank equally in all respects from the date of allotment 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 ۰ for the participate 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 interest or payment	Yes
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)	Restricted securities released from escrow (3 December 2012).
		Entities that have ticked box 34(b)

⁺ See chapter 19 for defined terms.

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

	Number
	139, 163, 842

Quotation agreement

• *Quotation of our additional *securities is in ASX's absolute discretion. ASX $\mathbf 1$ may quote the 'securities on any conditions it decides.
• We warrant the following to ASX. $\overline{2}$
• 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 rquotation.
• 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.
• We will indemnify ASX to the fullest extent permitted by law in respect of any $\overline{3}$ claim, action or expense arising from or connected with any breach of the warranties in this agreement.

⁺ See chapter 19 for defined terms.

We give ASX the information and documents required by this form. If any $\overline{4}$ information or document not available now, 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:

.............. . . . . . . . . . . . . . . . ..... (Company secretary)

Date: 6 December 2012

Print name:

HENRY KINSTLINGER

⁺ See chapter 19 for defined terms.

Appendix 3B - Annexure 1

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

Introduced 01/08/12

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 securities on issue 12 months before date of issue or agreement to issue
		Add the following:
		Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2
Number of fully paid ordinary securities issued in that 12 month period with shareholder approval
Number of partly paid ordinary securities that became fully paid in that 12 month period
Note: Include only ordinary securities here - other classes of equity securities cannot be added 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
Subtract the number of fully paid ordinary securities cancelled during that 12 month period
"A"

⁺ See chapter 19 for defined terms.

"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15
Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used
Insert number of equity securities issued or agreed to be issued in that 12 month 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:
$\bullet$ 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"
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1
"A" x 0.15
Note: number must be same as shown in Step 2
Subtract "C"
Note: number must be same as shown in Step 3
Total ["A" $\times$ 0.15] - "C"
	[Note: this is the remaining placement capacity under rule 7.1]

⁺ See chapter 19 for defined terms.

Part 2

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
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10
Step 3: Calculate "E", the amount of placement capacity under rule
7.1A that has already been used Insert number 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

⁺ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A
" $A$ " $\times$ 0.10 Note: number must be same as shown in Step 2
Subtract "E" Note: number must be same as shown in Step 3
Total ["A" $\times$ 0.10] - "E"	Note: this is the remaining placement capacity under rule 7.1A

⁺ See chapter 19 for defined terms.