Results of General Meeting

16 August 2019

ASX Announcement Office

152-159 St Georges Terrace

Perth WA 6000
Australia

GENERAL MEETING RESULTS

In accordance with ASX Listing Rule 3.13.2 and section 251AA of the Corporations Act 2001 (Cth), Force Commodities Limited (Force or the Company) (ASX: 4CE) provides the following information in relation to the results of the Company’s General Meeting (GM) held earlier today.

The following resolutions were decided by a show of hands:

Resolution 1: Ratification of prior issue of Shares under Listing Rule 7.1A in relation to May 2019 Placement.

“That, for the purposes of Listing Rule 7.4, Shareholders ratify the issue of 38,888,889 Shares under the Company’s Listing Rule 7.1A capacity in the terms and conditions set out in the Explantory Statement.”

Valid proxy votes received in relation to Ordinary Resolution 1 were:

1.       23,765,859 votes in favour of the resolution

2.       2,943,367 votes against the resolution

3.       686,750 votes at the Chairperson’s discretion

4.       18,377 votes at the proxy’s discretion

5.       147,739 abstentions

A poll was not deemed necessary as the valid proxies received in relation to the resolution represented a vote overwhelmingly in support of the ratification of prior issue of Shares under Listing Rule 7.1A in relation to May 2019 Placement.

The resolution was carried.

Resolution 2: Ratification of prior issue of Options issued under Listing Rule 7.1 in relation to May 2019 Placement.

“That, for the purposes of Listing Rule 7.4, Shareholders ratify the issue of 19,444,446 Placement Options under the Company’s Listing Rule 7.1 15% capacity on the terms and conditions set out in the Explanatory Statement.”

Valid proxy votes received in relation to Ordinary Resolution 2 were:

1.       23,795,859 votes in favour of the resolution

2.       2,913,367 votes against the resolution

3.       686,750 votes at the Chairperson’s discretion

4.       18,377 votes at the proxy’s discretion

5.       147,739 abstentions

A poll was not deemed necessary as the valid proxies received in relation to the resolution represented a vote overwhelmingly in favour of the ratification of prior issue of Options issued under Listing Rule 7.1 in relation to May 2019 Placement.

The resolution was carried.

Resolution 3: Ratification of prior issue of Options to Sixty Two Capital issued under Listing Rule 7.1 for management of May 2019 Placement.

“That, for the purposes of Listing Rule 7.4, Shareholders ratify the issue of 15,000,000 Placement Manager’s Options under the Company’s Liting Rule 7.1 15% capacity to Sixty Two Capital Pty Ltd, on the terms and conditions set out in the Explanatory Statement.”

Valid proxy votes received in relation to Ordinary Resolution 3 were:

1.       68,350,998 votes in favour of the resolution

2.       3,048,228 votes against the resolution

3.       1,486,750 votes at the Chairperson’s discretion

4.       18,377 votes at the proxýs discretion

5.       17,861,072 abstentions

A poll was not deemed necessary as the valid proxies received in relation to the resolution represented a vote overwhelmingly in favour of the ratification of prior issue of Options to Sixty Two Capital issued under Listing Rule 7.1 for management of May 2019 Placement.

The resolution was carried.

Resolution 4: Proposed issue of Shares to Terra Care AG (or Nominee) in relation to Malawi base metals project acquisition.

“That, for the purposes of Listing Rule 7.1, approval is given for the Company to issue 40,000,000 Shares  to Terra Care AG or its nominee(s), on the terms and conditions set out in the Explanatory Statement.”

 Valid proxy votes received in relation to Ordinary Resolution 4 were:

1.       89,069,806 votes in favour of the resolution

2.       285,903 votes against the resolution

3.       686,750 votes at the Chairperson’s discretion

4.       18,377 votes at the proxýs discretion

5.       704,589 abstentions

 A poll was not deemed necessary as the valid proxies received in relation to the resolution represented a vote overwhelmingly in favour of the proposed issue of Shares to Terra Care AG (or Nominee) in relation to Malawi base metals project acquisition.

 The resolution was carried.

 Should you have any queries in relation to the above, please contact myself.

 Yours sincerely

FORCE COMMODITIES LIMITED

MICHAEL PITCHER

COMPANY SECRETARY

Pryzm