CRITICAL RESOURCES LIMITED — Share Issue/Capital Change 2012

Jul 24, 2012

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25 July 2012

Ms Charlotte Hope Advisor, Listings (Sydney) ASX Compliance Pty Ltd 20 Bridge Street Sydney, NSW 2000

Dear Charlotte,

Sovereign Gold Company Limited – off-market takeover bid for Precious Metal Resources Limited Appendix 3B Application for Quotation of Securities

On 10 July 2012, Sovereign Gold Company Limited (ABN 12 145 184 667) (Sovereign Gold) announced its off-market takeover bid for all the shares in Precious Metal Resources Limited (ABN 88 145 105 148) (PMR).

In accordance with section 625(3) of the Corporations Act 2001 (Cth), Sovereign Gold hereby encloses Appendix 3B in relation to the proposed issue of ordinary shares to shareholders of PMR who accept the offer made by Sovereign Gold pursuant to the Bidder’s Statement dated 20 July 2012.

The offer is subject to conditions set out in Section 13 of the Bidder’s Statement. If those conditions are not satisfied or waived by Sovereign Gold, the shares will not be issued.

Yours faithfully

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Henry Kinstlinger Company Secretary

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Appendix 3B New issue announcement

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

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).

• 1 +Class of +securities issued or to be issued Fully Paid Ordinary Shares

2 Number of[+] securities issued or to be issued (if known) or 76,500,000 Fully Paid Ordinary Shares to maximum number which may be issued pursuant to Sovereign Gold’s offbe issued market takeover bid for Precious Metal Resources Limited. This number is an approximation and depends on rounding of offer entitlements and the exercise (if any) of options into PMR shares before the end of the offer period.

Appendix 3B New issue announcement

3 Principal terms of the +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) 4 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 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Fully Paid Ordinary Shares
	YES
	9 Fully Paid Ordinary Sovereign Gold Shares for every 10 Fully Paid Ordinary PMR shares, in accordance with the terms of the off-market bid as set out in Sovereign Gold’s Bidder’s Statement dated 20 July2012.
	Issue of Ordinary Shares to shareholders of PMR who accept the off-market takeover bid made by Sovereign Gold pursuant to theBidder’s Statement dated 20 July 2012.

Appendix 3B New issue announcement

• 7 Dates of entering[+] securities In accordance with the terms of the into uncertificated holdings Bidder’s Statement dated 20 July 2012 or despatch of certificates relating to Sovereign Gold’s off-market bid for PMR.

• Number +Class

• 8 Number and +class of all +securities quoted on ASX (including the securities in 108,625,000 Fully Paid Ordinary clause 2 if applicable) Shares

Number +Class 9 Number and +class of all +securities not quoted on 44,875,000 Fully Paid Ordinary Shares – escrowed ASX (including the securities until 3/12/12 in clause 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

• 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

• N/A

Appendix 3B New issue announcement

Part 2 - Bonus issue or pro rata issue

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

Appendix 3B New issue announcement

20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on +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 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements in full through a broker?	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 5

24/10/2005

Appendix 3B New issue announcement

31 How do[+] security holders sell N/A part of their entitlements through a broker and accept for the balance?

32 How do +security holders N/A dispose of their entitlements (except by sale through a broker)? 33 +Despatch date N/A

Appendix 3B New issue announcement

Part 3 - Quotation of securities

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

• 34 Type of securities (tick one)

• (a)[Securities described in Part 1 ]

(b)[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

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

• 38 Number of securities for which N/A +quotation is sought

39 Class of[+] securities for which N/A quotation is sought

• See chapter 19 for defined terms.

Appendix 3B Page 7

24/10/2005

Appendix 3B New issue announcement

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 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 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) 42 Number and +class of all +securities quoted on ASX (including the securities in clause 38)	N/A
	N/A
	Number	+Class
	N/A

Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• 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 +quotation.

• 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.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any 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: .......... .................................................. Date: 25 July 2012 (Company secretary)

Print name: HENRY KINSTLINGER

• See chapter 19 for defined terms.

Appendix 3B Page 9

24/10/2005