CRITICAL RESOURCES LIMITED — Share Issue/Capital Change 2019

Jul 22, 2019

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23 July 2019

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

APPENDIX 3B – ISSUE OF SHARES

• Force has issued 28,500,000 shares to the vendors of the high-grade lead and silver Tshimpala Project in Malawi pursuant to executed Share Sale and Purchase Agreement

• 21,500,000 (~75%) of these shares are escrowed for a period of 6-months

• A further 11,500,000 shares are proposed to be issued to the vendors following the Company’s General Meeting scheduled for the 16 August 2019

• 4,250,000 shares also issued to staff and consultants under the Company’s Employee Share Scheme

▪ Appendix 3B attached

Force Commodities Ltd ( Force or the Company ) ( ASX Code: 4CE ) is pleased to announce that it has completed the issue of 28,500,000 fully paid ordinary shares to the vendors of the high-grade lead and silver Tshimpala Project in Malawi, utilising the Company’s 15% placement capacity under ASX Listing Rule 7.1.

21,500,000 (or ~75%) of the 28,500,00 shares issued are subject to voluntary escrow for 6 months and will be released from escrow on 23 January 2020.

The shares have been issued in part satisfaction of the 40,000,000 Tranche 1 Shares due under the Share Sale and Purchase Agreement executed by the parties earlier this month.

The balance of 11,500,000 fully paid ordinary shares are proposed to be issued following the General Meeting of the Company on 16 August 2019.

In addition, the Company has issued 4,250,000 fully paid ordinary shares to nine (9) staff and consultants under the Company’s Employee Share Scheme in recognition of their past and future service, and in particular the role they will play in the advancement of the Tshimpala Project.

An Appendix 3B is attached, reflecting the above.

For further information contact:

Jason Brewer David Tasker Managing Director Chapter One Advisors Force Commodities Limited Tel: +61 433 112 9036 Tel: +61 (0) 8 9328 9368 Em: dtasker@chapteroneadvisors.com.au

Force Commodities Ltd | Ground Floor, 20 Kings Park Road, West Perth, WA, 6005 | PO Box 1024 West Leederville WA 6007 Ph: +61 8 6426 1421 | F: +61 8 6323 3347 | web:forcecommodities.com.au | ABN 12 145 184 667 | ASX:4CE

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Forward looking statements

Information included in this release constitutes forward-looking statements. Often, but not always, forward looking statements can generally be identified by the use of forward looking words such as “may”, “will”, “expect”, “intend”, “plan”, “estimate”, “anticipate”, “continue”, and “guidance”, or other similar words and may include, without limitation, statements regarding plans, strategies and objectives of management, anticipated production or construction commencement dates and expected costs or production outputs.

Forward looking statements inherently involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance and achievements to differ materially from any future results, performance or achievements. Relevant factors may include, but are not limited to, changes in commodity prices, foreign exchange fluctuations and general economic conditions, increased costs and demand for production inputs, the speculative nature of exploration and project development, including the risks of obtaining necessary licences and permits and diminishing quantities or grades of reserves, political and social risks, changes to the regulatory framework within which the company operates or may in the future operate, environmental conditions including extreme weather conditions, recruitment and retention of personnel, industrial relations issues and litigation.

Forward looking statements are based on the Company and its management’s good faith assumptions relating to the financial, market, regulatory and other relevant environments that will exist and affect the Company’s business and operations in the future. The Company does not give any assurance that the assumptions on which forward looking statements are based will prove to be correct, or that the Company’s business or operations will not be affected in any material manner by these or other factors not foreseen or foreseeable by the Company or management or beyond the Company’s control.

Although the Company attempts and has attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in forward looking statements, there may be other factors that could cause actual results, performance, achievements or events not to be as anticipated, estimated or intended, and many events are beyond the reasonable control of the Company. Accordingly, readers are cautioned not to place undue reliance on forward looking statements. Forward looking statements in these materials speak only at the date of issue. Subject to any continuing obligations under applicable law or any relevant stock exchange listing rules, in providing this information the company does not undertake any obligation to publicly update or revise any of the forward looking statements or to advise of any change in events, conditions or circumstances on which any such statement is based.

2

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ISSUE OF SHARES - CLEANSING NOTICE

Notice under Section 708A of the Corporations Act 2001(Cth)

Force Commodities Limited (the " Company ") has issued a combined total of 32,750,000 fully paid ordinary shares in the Company ( Shares ) to the vendor of the Tshimpala Project and staff and consultants pursuant to the Company’s Employee Scheme, as outlined in the Company's announcement on 23 July 2019.

Pursuant to section 708A(5)(e) of the Corporations Act 2001( Cth ) ( the Act ), the Company notifies ASX that:

• a) the Shares were issued without disclosure to investors under Part 6D.2 of the Act;

• b) this Notice is being given under Section 708A(5)(e) of the Act;

• c) as at the date of this Notice, the Company has complied with:

• i) the provisions of Chapter 2M of the Act as they apply to the Company; and

• ii) Section 674 of the Act; and

• d) as at the date of this Notice, there is no excluded information, within the meanings of section 708A(7) and 708A(8) of the Act.

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JASON BREWER MANAGING DIRCETOR

3

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 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, 04/03/13

Name of entity

FORCE COMMODITIES LIMITED

ABN

12 145 184 667

We (the entity) give ASX the following information.

1.1 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 (a) Fully paid ordinary shares ( FPO Shares ) be issued (b) Fully paid ordinary shares ( FPO Shares ) 2 Number of[+] securities issued or (a) 28,500,000 to be issued (if known) or (b) 4,250,000 maximum number which may be issued 3 Principal terms of the[+] securities (a) FPO Shares (e.g. if options, exercise price (b) FPO Shares 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.

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4 Do the+securities rank equally in all respects from the+issue date 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) 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 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1	(a) No in relation to 21,500,000 shares as these shares are the subject of escrow for a period of 6-months after which they will rank equally. Yes in relation to the balance of 7,000,000 shares (b) Yes
	(a) Nil (b) Nil
	(a) Pursuant to the terms of acquisition of the Tshimpala Project (b) Pursuant to the Company’s Employee Share Scheme.
	Yes
	17 May 2019
	(a) 28,500,000 (b) 4,250,000

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued 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 6g If+securities issued under rule 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 7.1A for non-cash consideration, state date on which valuation of 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 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)
	(a) Not applicable (b) Not applicable
	(a) Not applicable (b) 4,250,000
	Entity’s remaining capacity under Rule 7.1 – 1,370,435 Rule 7.1A – 3,987,697
	(a) 23 July 2019 (b) 23 July 2019
	Number	+Class
	496,154,757	FPO Shares

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	937,500 34,444,445 2,500,000 2,000,000 2,000,000 1,200,000	Unlisted Options (exercisable at $0.048 expiring 5 August 2019) Unlisted Options (exercisable at $0.02 expiring 30 June 2020) Unlisted Options (exercisable at $0.10 expiring 30 June 2020) Unlisted Options (exercisable at $0.06 expiring 1 July 2020) Unlisted Options (exercisable at $0.06 expiring 1 July 2020) Performance Rights vesting as follows: Number Vesting date 600,000 19-Feb-2020 600,000 19-Feb-2021
	Not applicable

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 2 - Pro rata issue

art 2 - 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 offer 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	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

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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 offer documents 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? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance?	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

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• 32 How do security holders dispose of their entitlements (except by sale through a broker)?

Not applicable

33 +Issue date

Not applicable

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

• See chapter 19 for defined terms.

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Entities that have ticked box 34(b)

38 Number of[+] securities for which Not applicable +quotation is sought 39 +Class of +securities for which Not applicable quotation is sought 40 Do the[+] securities rank equally in Not applicable all respects from the[+] issue date 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 Not applicable now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security) Number + Class 42 Number and +class of all +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

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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 is not available now, we 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.

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Sign here: ............................................................ Date: 23 July 2019 (Director/Company secretary)

Print name: JASON BREWER

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Appendix 3B – Annexure 1

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

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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Insert number of fully paid [+] ordinary 424,515,868
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following: 4,250,000 shares issued to Company’s
Employee Share Scheme
• 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 Nil
+ ordinary securities cancelled during that
12 month period
“A” 428,765,868
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• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	64,314,880
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber 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: • 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	34,444,445 Options (issued 20 May 2019) 28,500,000 Shares issued to Vendor of Tshimpala Project (19 July 2019)
“C”	62,944,445
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	64,314,880
Subtract“C” Note: number must be same as shown in Step 3	62,944,445
Total[“A” x 0.15] – “C”	1,370,435 [Note: this is the remaining placement capacity under rule 7.1]

placement capacity under rule 7.1
“A” x 0.15	64,314,880
Note: number must be same as shown in
Step 2
Subtract“C”	62,944,445
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	1,370,435
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 428,765,868 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 42,876,586

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued 38,888,889 FPO Shares (issued 20 May or agreed to be issued in that 12 month 2019) 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

• “E” 38,888,889

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	42,876,586
Subtract“E” Note: number must be same as shown in Step 3	38,888,889
Total[“A” x 0.10] – “E”	3,987,697 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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