Celsius Resources Limited — AGM Information 2013

Oct 13, 2013

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ABN 95 009 162 949

NOTICE OF ANNUAL GENERAL MEETING

TIME : 11.30 am WST DATE : Wednesday, 13 November 2013 PLACE : Bentleys, Level 1, 12 Kings Park Road, West Perth

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+ 61 8) 9226 4500.

Celsius Coal Limited. ABN 95 009 162 949

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed resolutions)	4
Explanatory Statement (explaining the proposed resolutions)	8
Schedule 1 – Terms and Conditions of Related Party Options	22
Schedule 2 – Terms and Conditions of Fee Options	24
Schedule 3 – Terms and Conditions of Hartleys Options	25
Schedule 4 - Valuation of Related Party Options	27
Schedule 5 - Issues of Equity Securities since 28 November 2012	28
Glossary	32

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE AND TIME OF MEETING

The Annual General Meeting of the Shareholders of Celsius Coal Limited which this Notice of Annual General Meeting relates to will be held at Bentleys, Level 1, 12 Kings Park Road, West Perth on Wednesday, 13 November 2013 at 11.30 am WST.

YOUR VOTE IS IMPORTANT

The business of the Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 5.00 pm WST on 11 November 2013.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, members are advised that:

• each member has a right to appoint a proxy;

• the proxy need not be a member of the Company; and

• a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to

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exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Meeting. Broadly, the changes mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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Celsius Coal Limited. ABN 95 009 162 949

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Celsius Coal Limited (ABN 95 009 162 949) ( Company ) will be held at Bentleys, Level 1, 12 Kings Park Road, West Perth on Wednesday 13 November 2013 at 11.30 am WST. The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at 5.00pm WST on 11 November 2013.

The Explanatory Statement which accompanies and forms part of this Notice describes the matters to be considered at the Meeting.

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the financial report of the Company for the year ended 30 June 2013 together with the declaration of the directors, the directors’ report, the Remuneration Report and the auditor’s report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the remuneration report as contained in the Company’s annual financial report for the financial year ended 30 June 2013.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

• (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• (b) a Closely Related Party of such a member.

However, a person (the voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

• (c) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

• (d)

• the voter is the Chair and the appointment of the Chair as proxy:

• (i) does not specify the way the proxy is to vote on this Resolution; and

• (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

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Celsius Coal Limited. ABN 95 009 162 949

3. RESOLUTION 2 – ELECTION OF DIRECTOR – MR RANKO MATIC

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of clause 13.4 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Ranko Matic, a Director who was appointed on 5 November 2013, retires, and being eligible, is re-elected as a Director.”

4. RESOLUTION 3 – ELECTION OF DIRECTOR – MR ALISTAIR MUIR

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of clause 13.4 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Alistair Muir, a Director who was appointed on 6 May 2013, retires, and being eligible, is re-elected as a Director.”

5. RESOLUTION 4 – ELECTION OF DIRECTOR – MR ALEXANDER MOLYNEUX

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of clause 13.4 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Alexander Molyneux, a Director who was appointed on 1 December 2012, retires, and being eligible, is reelected as a Director.”

6. RESOLUTION 5 – RE-ELECTION OF DIRECTOR – MR BILL OLIVER

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of clause 13.2 of the Constitution and for all other purposes, Mr Bill Oliver, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

7. RESOLUTION 6 – ISSUE OF SECURITIES TO A RELATED PARTY – RANKO MATIC

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rules 10.11 and for all other purposes, approval is given for the Directors to issue 2,500,000 Options to Mr Ranko Matic (or his nominee) on the terms and conditions set out in the Explanatory Memorandum”.

ASX Voting Exclusion :

The Company will disregard any votes cast on this Resolution by Ranko Matic (or his nominee) and any of his associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

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Celsius Coal Limited. ABN 95 009 162 949

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

• (A) a member of the Key Management Personnel; or

• (B) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair; and

• (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

8. RESOLUTION 7 – ISSUE OF SECURITIES TO A RELATED PARTY – MR ALISTAIR MUIR

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rules 10.11 and for all other purposes, approval is given for the Directors to issue 10,000,000 Options to Mr Alistair Muir (or his nominee) on the terms and conditions set out in the Explanatory Memorandum”.

ASX Voting Exclusion : The Company will disregard any votes cast on this Resolution by Alistair Muir (or his nominee) and any of his associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(c) the proxy is either:

(A) a member of the Key Management Personnel; or

(B) a Closely Related Party of such a member; and

(d) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair; and

(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

9. RESOLUTION 8 – RATIFICATION OF PRIOR ISSUE OF OPTIONS – PACIFIC ADVISORS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 25,000,000 Options to Pacific Advisers Pte Ltd on the terms and conditions set out in the Explanatory Memorandum”.

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Celsius Coal Limited. ABN 95 009 162 949

ASX Voting Exclusion :

The Company will disregard any votes cast on this Resolution by Pacific Advisers Pte Ltd and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

10. RESOLUTION 9 – RATIFICATION OF PRIOR ISSUE OF OPTIONS – HARTLEYS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 45,000,000 Options to Hartleys Ltd on the terms and conditions set out in the Explanatory Memorandum”.

ASX Voting Exclusion :

The Company will disregard any votes cast on this Resolution by Hartleys Ltd and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

11. RESOLUTION 10 – APPROVAL OF 10% PLACEMENT FACILITY

To consider and, if thought fit, to pass, with or without amendment, as a special resolution the following:

“That, for the purpose of ASX Listing Rule 7.1A and for all other purposes, Shareholder approval is given for the issue of Equity Securities totalling up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the issue of Equity Securities under this Resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company will not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

DATED: 3[rd] OCTOBER 2013

BY ORDER OF THE BOARD

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______ MR RANKO MATIC NON-EXECUTIVE DIRECTOR COMPANY SECRETARY CELSIUS COAL LIMITED

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Celsius Coal Limited. ABN 95 009 162 949

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the Annual General Meeting to be held at Bentleys, Level 1, 12 Kings Park Road, West Perth on 13 November 2013 at 11.30 am WST.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2013 together with the declaration of the directors, the directors’ report, the Remuneration Report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.celsiuscoal.com.au.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2

Voting consequences

Under changes to the Corporations Act which came into effect on 1 July 2011, a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

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Celsius Coal Limited. ABN 95 009 162 949

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the previous financial year was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

2.3

Previous voting results

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

2.4 Proxy voting restrictions

Shareholders appointing a proxy for this Resolution should note the following:

If you appoint a member of the Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member as your proxy

You must direct your proxy how to vote on this Resolution . Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.

If you appoint the Chair as your proxy (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member).

You do not need to direct your proxy how to vote on this Resolution. However, if you do not direct the Chair how to vote, you must mark the acknowledgement on the Proxy Form to expressly authorise the Chair to exercise his/her discretion in exercising your proxy even though this Resolution is connected directly or indirectly with the remuneration of Key Management Personnel .

If you appoint any other person as your proxy

You do not need to direct your proxy how to vote on this Resolution, and you do not need to mark any further acknowledgement on the Proxy Form.

3. RESOLUTION 2 – ELECTION OF RANKO MATIC

Clause 13.4 of the Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Clause 13.4 of the Constitution requires that any directors appointed by the Board during the year, holds office only until the next following general meeting and are then eligible for re-election. Mr Ranko Matic was appointed a Director by the Board on 5 November 2012 to fill a casual vacancy upon the resignation of Mr Peter O’Malley as non-executive chairman. Mr Matic retires in accordance with the Constitution and being eligible, offers himself for re-election as a Director.

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Mr Matic is a Chartered Accountant with over 24 years experience in the areas of financial and executive management, accounting, audit, business and corporate advisory. Mr Matic has considerable experience in a range of industries with particular exposure to publicly listed companies and large private enterprises.

Mr Matic is a director of a chartered accounting firm and a corporate advisory company based in West Perth, and has specialist expertise and exposure in areas of audit, corporate services, due diligence, mergers and acquisitions, and valuations. Through these positions Mr Matic has been involved in an advisory capacity to over 35 initial public offerings on the ASX in the last ten years.

Mr Matic has also acted as chief financial officer and company secretary for companies in the public and private sector and currently holds company secretarial roles with publically listed companies, including East Energy Resources Ltd, Aleator Energy Ltd, and Core Services Group Ltd. Mr Matic is also a director of East Energy Resources Ltd and Core Services Group Limited.

Mr Matic, will retire in accordance with clause 13.4 of the Constitution and ASX Listing Rule 14.4 and being eligible, seeks election from Shareholders.

The other Directors of the Company unanimously recommend the re-election of Mr Matic

4. RESOLUTION 3 – ELECTION OF ALISTAIR MUIR

A summary of Clause 13.4 of the Constitution is included at Resolution 2 of this Explanatory Statement.

Mr Alistair Muir was appointed by the Board as a Director on 6 May 2013 to fill a casual vacancy upon the resignation of Mr Grant Thomas as Managing Director. Mr Muir retires in accordance with the Constitution and being eligible, offers himself for re-election as a Director.

Mr Muir has over 20 years experience in senior geological roles and leading major exploration and development projects. These have primarily been in the bulk commodity areas of steaming/coking coal and iron ore but with some significant experience in the sedimentary hosted uranium environment.

Mr. Muir's coal experience extends over some 15 years initially working with major steaming coal development projects at the feasibility and operational level and later in a consulting capacity looking at a number of eastern seaboard steaming and coking coal projects both open pit and underground. His experience extends to all aspects of mine evaluation including optimisation of mining method, environmental, geotechnical, hydrogeological and financial evaluation. Mr. Muir is well versed in managing the regulatory environment including occupational health and safety. He has a strong track record in effective community engagement with a major focus on environmental sustainability.

Mr. Muir has considerable experience in the building and management of a multidisciplinary team in overseas environments. With recent MBA studies he has some of the latest thinking on organisational culture and team development. He has experience in both Kyrgyzstan and Eastern Africa.

He is a member of the AusIMM and is appropriately experienced and credentialed to be recognized as being a competent person for JORC purposes. Mr. Muir has a

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Celsius Coal Limited. ABN 95 009 162 949

Bachelor of Applied Science in Geology and a Graduate Diploma in Management with an MBA in progress.

Mr Muir, will retire in accordance with clause 13.4 of the Constitution and ASX Listing Rule 14.4 and being eligible, seeks election from Shareholders.

The other Directors of the Company unanimously recommend the re-election of Mr Muir.

5. RESOLUTION 4 – ELECTION OF ALEXANDER MOLYNEUX

A summary of Clause 13.4 of the Constitution is included at Resolution 2 of this Explanatory Statement.

Mr Alexander Molyneux was appointed by the Board as Executive Chairmanon 1 December 2012. Mr Molyneux retires in accordance with the Constitution and being eligible, offers himself for re-election as a Director.

Mr Molyneux recently left South Gobi Resources Limited (TSX: SGQ, HKEX: 1878) ( South Gobi ) where he was President, Chief Executive Officer and a Director from 2009 to 2012. Mr. Molyneux has also served as a Non-Executive Director of Ivanhoe Energy Inc. since mid-2010.

Whilst under his leadership, South Gobi grew to become the largest foreign operator in the Mongolian coal sector. Mr Molyneux was also an instrumental part of South Gobi completing a sovereign wealth fund financing and main board listings on the Toronto Stock Exchange and then subsequently Hong Kong Stock Exchange.

Prior to joining South Gobi Mr. Molyneux was Managing Director, Head of Metals & Mining Investment Banking, Asia Pacific, with Citigroup. In his position as a specialist resource investment banker he spent approximately 10 years providing advice and investment banking services to mining and industrial corporations.

Mr. Molyneux, will retire in accordance with clause 13.4 of the Constitution and ASX Listing Rule 14.4 and being eligible, seeks election from Shareholders.

The other Directors of the Company unanimously recommend the re-election of Mr. Molyneux and consider the appointment to be material to the development of the Company. The Company will benefit from the experience and the track record of Mr Molyneux as the Company looks to progress its existing coking and thermal coal projects in Kyrgyzstan towards commercialisation.

6. RESOLUTION 5 – RE-ELECTION OF BILL OLIVER

Clause 13.2 of the Constitution requires that at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became

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Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots.

A Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election.

The Company currently has four Directors and accordingly one must retire.

Mr Bill Oliver, the Director longest in office since his last election, will retire by rotation at the Annual General Meeting and, being eligible, offers himself for re-election.

Mr. Oliver has 14 years’ experience in the international resources industry working for both major and junior companies. He has led large scale resource definition projects for Rio Tinto and previously worked in near mine exploration/resource definition roles for Harmony Gold, Bellamel Mining and BC Iron.

More recently Mr. Oliver was the Managing Director of Signature Metals Ltd responsible from taking the Konongo Gold Project into production within two years of acquisition and growing the company from a market cap of A$6M to a transaction where it was valued at over A$50M. He is currently the Chief Operating Officer at Orion Gold NL and a Non-Executive Director of Minbos Resources Ltd.

He has wide-ranging exploration experience including expertise in near-mine exploration/resource extension and resource definition as well as significant experience in the technical and economic evaluation of resources projects. He holds an honours degree in Geology from the University of Western Australia as well as a post-graduate diploma in finance and investment from FINSIA.

The other Directors of the Company unanimously recommend the re-election of Mr Oliver.

7. RESOLUTION 6 AND 7 – ISSUE OF OPTIONS TO RELATED PARTIES

7.1 General

The Company has agreed, subject to obtaining Shareholder approval, to issue a total of 12,500,000 Related Party Options, specifically:

• (a) 2,500,000 Related Party Options to Mr Ranko Matic; and

• (b) 10,000,000 Related Party Options to Mr Alistair Muir,

who are related parties of the Company by virtue of being Directors (together, the Related Parties )

7.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

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unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The grant of Related Party Options constitutes the giving a financial benefit and as described above, Mr Ranko Matic and Mr Alistair Muir are both related parties of the Company.

The Directors (other than Mr Ranko Matic and Mr Alastair Muir) who have a material personal interest in the Resolutions) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of Related Party Options because the Related Party Options being issued to each of Mr Ranko Matic and Mr Alastair Muir are considered reasonable remuneration in the circumstances and were negotiated on an arm’s length basis.

7.3

ASX Listing Rule 10.11

ASX Listing Rule 10.11 also required shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s option, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

It is the view of the Directors that the exceptions set out in Sections 210 to 216 of the Corporations Act and ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly Shareholder approval is being sought under ASX Listing Rule 10.11 for the grant of these Related Party Options to the Related Parties.

7.4 Shareholder Approval and technical information required by ASX Listing Rule 10.13

Pursuant to and in accordance with the requirements of ASX Listing Rule 10.13, the following information is provided in relation to the proposed grant of the Related Party Options:

• (a) the Related Parties are:

• (i) Mr Ranko Matic, who is a related party of the Company by virtue of being a Director of the Company; and

• (ii) Mr Alistair Muir, who is a related party of the Company by virtue of being a Director of the Company;

• (b) the maximum number of Related Party Options (being the nature of the financial benefit being provided) to be granted to the Related Parties is:

• (i) 2,500,000 Related Party Options to Mr Ranko Matic; and

• (ii) 10,000,000 Related Party Options to Mr Alistair Muir;

• (c) the Related Party Options will be granted to the Related Parties no later than 1 month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Related Party Options will be issued on one date;

• (d) the Related Party Options will be granted for nil cash consideration, accordingly no funds will be raised;

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• (e) the terms and conditions of the Related Party Options are set out in Schedule 1; and

• (f) the value of the Related Party Options and the pricing methodology is set out in Schedule 4.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Related Party Options to the Related Parties as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Related Party Options to the Related Parties will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

8. RESOLUTION 8 – RATIFICATION OF OPTIONS TO PACIFIC ADVISERS PTE LTD

8.1 General

On 10 April 2013, the Company issued 25,000,000 Options to Pacific Advisers Pte Ltd ( Pacific Advisers ) pursuant to a mandate agreement between the Company and Pacific Advisers ( Fee Options ). Under the mandate agreement, Pacific Advisers were engaged as financial advisor to the Company in relation to the strategic funding arrangement and alliance between the Company and the Blumont Group Limited ( Strategic Alliance ). The Fee Options were issued as part consideration for Pacific Advisors services as financial advisor.

An advisory fee of $400,000 was paid to Pacific Advisers in March 2013, upon successful completion of the Blumont Group funding arrangement. This represented a 4% fee on the funds raised, as per the mandate agreement.

Resolution 8 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Fee Options.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights of conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue under ASX Listing Rule 7.4, the Company will retain the flexibility to issue equity securities in the future up to the 15% threshold set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

8.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the proposed ratification of the Fee Options:

• (a) 25,000,000 Options were issued;

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Celsius Coal Limited. ABN 95 009 162 949

• (b) the Options were issued for nil cash consideration in part satisfaction of financial services provided by Pacific Advisors in relation to the Strategic Alliance;

• (c) the Options have an exercise price of $0.025 expiring on or before 10 April 2016, and were otherwise issued on the terms and conditions set out in Schedule 2;

• (d) the Fee Options were issued to Pacific Advisors Pte Ltd, who is not a related party of the Company; and

• (e) no funds were raised from the issue of the Fee Options as they were issued as part remuneration for the financial advisory services provided by Pacific Advisors in relation to the Strategic Alliance.

9. RESOLUTION 9 – RATIFICATION OF OPTIONS TO HARTLEYS LTD

9.1 General

On 20 May 2013, the Company issued 45,000,000 Options to Hartleys Ltd ( Hartleys ) in three separate tranches of 15,000,000 each ( Hartleys Options ). The Company entered into a mandate with Hartleys under which Hartleys was engaged to provide corporate advisory services to the Company. Under the terms of the mandate agreement, the Company issued Hartleys with the Hartleys Options as part consideration for their services as corporate advisor.

As part of this mandate, Hartleys are also paid $10,000 per month (exclusive of GST) for Corporate Advisory Services. This became effective as at February 2013 and continues today.

Resolution 9 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Hartley Options.

A summary of ASX Listing Rule 7.4 is set out in section 8.1 of this Explanatory Memorandum.

By ratifying the issue under ASX Listing Rule 7.4, the Company will retain the flexibility to issue equity securities in the future up to the 15% threshold set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

9.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the proposed ratification:

• (a) 45,000,000 Options were issued;

• (b) the Hartleys Options were issued for nil cash consideration in part satisfaction of corporate advisory services provided by Hartleys under the relevant mandate agreement;

• (c) the Hartleys Options issued were issued on the terms and conditions set out in Schedule 3, a summary of which includes:

Option Amount Exercise Price Term Expiry Date

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Celsius Coal Limited. ABN 95 009 162 949

al Limited.ABN 9	5 009 162 949
15,000,000	$0.020	3 years	20 May 2016
15,000,000	$0.035	3 years	20 May 2016
15,000,000	$0.050	3 years	20 May 2016

• (d) the Hartley Options were issued to Hartleys Ltd, who is not a related party of the Company; and

• (e) no funds were raised from the issue of the Hartleys Options as they were issued as part remuneration for corporate advisory services provided by Hartleys Ltd to the Company.

10. RESOLUTION 10 – APPROVAL OF 10% PLACEMENT FACILITY

10.1 General

ASX Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital ( 10% Placement Capacity ).

The Company is an Eligible Entity.

If Shareholders approve Resolution 10, the number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out in section 10.2 below).

The effect of Resolution 10 will be to allow the Company to issue Equity Securities up to 10% of the Company’s fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company’s 15% annual placement capacity granted under Listing Rule 7.1.

Resolution 10 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 10 for it to be passed.

10.2 ASX Listing Rule 7.1A

ASX Listing Rule 7.1A came into effect on 1 August 2012 and enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity’s 15% annual placement capacity.

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

• (a) is not included in the S&P/ASX 300 Index; and

• (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $57,709,315 based on the amount of Shares on issue and closing price of Shares on 2 October 2013.

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Celsius Coal Limited. ABN 95 009 162 949

Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. The Company currently has one class of quoted Equity Securities on issue, being the Shares (ASX Code: CLA).

The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the following formula:

(A x D) – E

Where:

• A is the number of Shares on issue 12 months before the date of issue or agreement:

• (A) plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;

• (B) plus the number of partly paid shares that became fully paid in the previous 12 months;

• (C) plus the number of Shares issued in the previous 12 months with approval of holders of Shares under Listing Rules 7.1 and 7.4. This does not include an issue of fully paid ordinary shares under the entity’s 15% placement capacity without shareholder approval; and

• (D) less the number of Shares cancelled in the previous 12 months.

• D is 10%.

• E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of Ordinary Securities under ASX Listing Rule 7.1 or 7.4.

10.3 Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 10:

(a) Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within 5 ASX trading days of the date in section 10.3(a)(i), the date on which the Equity Securities are issued.

(b) Date of Issue

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Celsius Coal Limited. ABN 95 009 162 949

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

• (A) 12 months after the date of this Meeting; and

• (B) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking) (after which date, an approval under Listing Rule 7.1A ceases to be valid);

( 10% Placement Capacity Period ).

(c)

Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 10 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

Number of Shares on Issue (Variable ‘A’ in ASX Listing Rule 7.1A2)			Dilution
	Issue Price (per Share)	0.0145 50% decrease in Issue Price	0.029 Issue Price	0.0435 50% increase in Issue Price
1,989,976,397 (Current Varible A)	Shares issued - 10% voting dilution	198,997,640 Shares	198,997,640 Shares	198,997,640 Shares
	Funds raised	$2,885,466	$5,770,932	$8,656,397
2,984,964,596 (50% increase in Variable A)	Shares issued - 10% voting dilution	298,496,460 Shares	298,496,460 Shares	298,496,460 Shares
	Funds raised	$4,328,199	$8,656,397	$12,984,596
3,979,953,794 (100% increase in Variable A)	Shares issued - 10% voting dilution	397,995,379 Shares	397,995,379 Shares	397,995,379 Shares
	Funds raised	$5,770,932	$11,541,863	$17,312,795

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata

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Celsius Coal Limited. ABN 95 009 162 949

rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

1. There are currently 1,989,976,397 Shares on issue;

2. The issue price set out above is the closing price of the Shares on the ASX on 2 October 2013.

3. The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.

4. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.

5. The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.

6. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

7. This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.

8. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

9. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Capacity, based on that Shareholder’s holding at the date of the Meeting.

Shareholders should note that there is a risk that:

• (i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and

• (ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(d) Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:

• (i) as cash consideration in which case the Company intends to use funds raised for the acquisition of new resources, assets and investments (including expenses associated with such an acquisition), continued exploration expenditure on the Company’s current assets (funds would then be used for project, feasibility studies and ongoing project administration), general working capital; or

• (ii) as non-cash consideration for the acquisition of new resources assets and investments including previously announced acquisitions, in such circumstances the Company will provide a valuation of the non-cash consideration as required by listing Rule 7.1A.3.

The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.

• (e)

Allocation under the 10% Placement Capacity

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Celsius Coal Limited. ABN 95 009 162 949

The allottees of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the allottees of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the allottees at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

• (i) the purpose of the issue;

• (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;

• (iii) the effect of the issue of the Equity Securities on the control of the Company;

• (iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

• (v) prevailing market conditions; and

• (vi) advice from corporate, financial and broking advisers (if applicable).

Further, if the Company is successful in acquiring new resources, assets or investments, it is likely that the allottees under the 10% Placement Capacity will be vendors of the new resources, assets or investments.

(f)

Previous Approval under ASX Listing Rule 7.1A

The Company previously obtained approval from its Shareholders pursuant to ASX Listing Rule 7.1A at its annual general meeting held on 28 November 2012 ( Previous Approval ).

The Company has not issued any Equity Securities pursuant to the Previous Approval.

During the 12 month period preceding the date of the Meeting, being on and from 28 November 2012, the Company otherwise issued a total of 30,750,000 Shares and 92,000,000 Options which represents approximately 6.35% of the total diluted number of Equity Securities on issue in the Company on 28 November 2012, which was 1,931,953,670.

Further details of the issues of Equity Securities by the Company during the 12 month period preceding the date of the Meeting are set out in Schedule 5.

(g)

Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it will give to ASX:

• (i) a list of the allottees of the Equity Securities and the number of Equity Securities allotted to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and

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Celsius Coal Limited. ABN 95 009 162 949

(ii) the information required by Listing Rule 3.10.5A for release to the market.

10.4 Voting Exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 10.

11. ENQUIRIES

Shareholders may contact the Company Secretary on (+ 61 8) 9226 4500 if they have any queries in respect of the matters set out in these documents.

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Celsius Coal Limited. ABN 95 009 162 949

SCHEDULE 1– TERMS AND CONDITIONS OF RELATED PARTY OPTIONS

Each Related Party Option entitles the holder to subscribe for a Share on the following terms and conditions:

• (a) Each Related Party Option entitles the holder to subscribe for one Share upon exercise of the Option.

• (b) No monies will be payable for the issue of the Related Party Options.

• (c) A Certificate will be issued for the Related Party Options.

• (d) Subject to paragraph (o), the exercise price of each Related Party Option will be AUD$0.02.

• (e) Unless they lapse earlier in accordance with these terms, the Related Party Options shall expire three (3) years from their date of issue.

• (f) 50% of the Related Party Options will vest one year from the Commencement Date and 50% of the Related Party Options will vest two years from the Commencement Date.

• (g) If the Related Party Options have vested, they may then be exercised by the holder (but not prior).

• (h) Subject to these terms:

• (a) vested Related Party Options shall be exercisable by the delivery to the registered office of the Company of a notice in writing stating the intention of the Related Party Option holder to exercise all or a specified number of Related Party Options held by him accompanied by an Related Party Option certificate and a cheque made payable to the Company or an electronic funds transfer for the subscription monies for the Shares; and

• (b) an exercise of only some Related Party Options shall not affect the rights of the Related Party Option holder to the balance of the Related Party Options held by the holder.

• (i) Unless otherwise agreed by the Company, all vested and unvested Related Party Options will immediately lapse if, within 12 months from the date of issue of the Related Party Options, the holder ceases to be an employee or director of, or to render services to, the Company or one of its related bodies corporate for any reason whatsoever (including without limitation resignation or termination for cause).

• (j) The Related Party Options may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.

• (k) The Company shall allot the resultant Shares within ten (10) Business Days of the exercise of the Related Party Option subject to receipt of cleared subscription monies.

• (l) Shares allotted pursuant to an exercise of Related Party Options shall rank, from the date of allotment, equally with existing fully paid ordinary shares of the Company in all respects.

• (m) The Related Party Options are not transferable, without the prior approval of the Company.

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Celsius Coal Limited. ABN 95 009 162 949

• (n) The Company will not apply for quotation of the Related Party Options on ASX. However, the Company will apply for quotation of all Shares allotted pursuant to the exercise of Related Party Options on ASX within 10 Business Days after the date of allotment of those Shares.

• (o) In the event of any reorganisation of capital of the Company, all rights of the Related Party Option holder will be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

• (p) There are no participating rights or entitlements inherent in the Related Party Options and the Executive will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Related Party Options. The Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced.

• (q) An Related Party Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Related Party Option can be exercised.

• (r) The Related Party Options will not give any right to participate in dividends until Shares are allotted pursuant to the exercise of the relevant Related Party Options.

• (s) The Related Party Options will otherwise be governed by the terms and conditions of the Company’s Employee Option Plan. For the avoidance of doubt the issue of the Related Party Options are not being issued under the Company’s Employee Option Plan and as such will not count towards the maximum number of securities that may be issued under any employee incentive scheme.

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Celsius Coal Limited. ABN 95 009 162 949

SCHEDULE 2 – TERMS AND CONDITIONS OF FEE OPTIONS

The terms and conditions attaching to the Fee Options the subject of Resolution 8 are set out below:

1. Each option ( Option ) entitles the holder to subscribe for one fully paid ordinary share in the capital of the Company ( Share ) at an exercise price of 2.5 cents ( Exercise Price ).

2. The Options are exercisable at any time on or before 5.00pm Western Standard Time on 10 April 2016 ( Expiry Date ). Options may only be exercised in multiples of 1,000. Any Options not exercised by the Expiry Date shall lapse.

3. Options may not be exercised if the effect of such exercise and subsequent allotment of the Shares would be to create a holding of less than a marketable parcel of Shares unless the allottee is already a shareholder of The Company at the time of exercise.

4. Exercise of the Option is effected by completing a notice of exercise of option and delivering it to the registered office of the Company together with payment of 2.5 cents per Option exercised.

5. The Options are not transferable, without the prior approval of the Company.

6. All Shares issued upon exercise of the Options and payment of the Exercise Price will rank equally in all respects with The Company’s then existing Shares. The Company will apply for Official Quotation by ASX of all Shares issued upon exercise of the Options within three days of the issue of the Shares.

7. A certificate will not be issued for the Options and an uncertificated holding statement will be provided.

8. There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new entitlement issues of capital offered to shareholders during the currency of the Options.

9. If the Company undertakes a pro-rata issue (except a bonus issue), the exercise price of an Option may be adjusted in accordance with ASX Listing Rule 6.22.2.

10. In the event of any reconstruction, including a consolidation, subdivision, reduction or return of the issued capital of the Company prior to the Expiry Date, the number of Options which each holder is entitled or the Exercise Price of the Options or both will be reconstructed as appropriate in a manner which is in accordance with the Listing Rules and will not result in any benefits being conferred on Option holders which are not conferred on shareholders, subject to such provision with respect to the rounding of entitlements as may be sanctioned by the meeting of shareholders approving the reconstruction of capital, but in all other respects the terms of exercise of the Options will remain unchanged. The rights of an Option holder may be changed to comply with the Listing rules applying to a reorganisation of capital at the time of the reconstruction.

11. Shares allotted and issued pursuant to the exercise of an Option will be allotted and issued not more than 14 days after the receipt of a proper notice and payment of the exercise price in respect of the Options exercised.

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Celsius Coal Limited. ABN 95 009 162 949

SCHEDULE 3 – TERMS AND CONDITIONS OF HARTLEYS OPTIONS

The terms and conditions attaching to the Options the subject of Resolution 9 are set out below:

1. a) 15,000,000 options ( Option ) entitles the holder to subscribe for one fully paid ordinary share in the capital of the Company ( Share ) at an exercise price of 2 cents, 7.5 million options vesting once Hartleys has assisted Celsius raise in aggregate not less than $5 million and a further 7.5 million options vesting once Hartleys has assisted Celsius raise in aggregate not less than $5 million at an issue price of equal to, or greater than 2 cents per share;

2. b) 15,000,000 options ( Option ) entitles the holder to subscribe for one fully paid ordinary share in the capital of the Company ( Share ) at an exercise price of 3.5 cents, 7.5 million options vesting once Hartleys has assisted Celsius raise in aggregate not less than $15 million and a further 7.5 million options vesting once Hartleys has assisted Celsius raise in aggregate not less than $15 million at and issue price of equal to, or greater than 2 cents per share;

3. c) 15,000,000 options ( Option ) entitles the holder to subscribe for one fully paid ordinary share in the capital of the Company ( Share ) at an exercise price of 5 cents, 15 million options vesting once Celsius shares trade above 5 cents for a period of 20 consecutive trading days (based on daily volume weighted average price).

4. No monies will be payable for the issue of the Options.

5. The Options are exercisable at any time on or before 5.00pm Western Standard Time on 20 May 2016 ( Expiry Date ). Options may only be exercised in multiples of 1,000. Any Options not exercised by the Expiry Date shall lapse.

6. Options may not be exercised if the effect of such exercise and subsequent allotment of the Shares would be to create a holding of less than a marketable parcel of Shares unless the allottee is already a shareholder of The Company at the time of exercise.

7. Exercise of the Option is effected by completing a notice of exercise of option and delivering it to the registered office of the Company together with payment of relevant price per Option exercised.

8. The Options are not transferable, without the prior approval of the Company.

9. Unless otherwise agreed by the Company, all vested and unvested Options will immediately lapse if the Capital Raising and Corporate Advisory Engagement mandate between the Company and Hartleys Limited is terminated for any reason whatsoever.

10. The Company will not apply for quotation of the Options on ASX. All Shares issued upon exercise of the Options and payment of the relevant exercise price will rank equally in all respects with The Company’s then existing Shares. The Company will apply for Official Quotation by ASX of all Shares issued upon exercise of the Options within three days of the issue of the Shares.

11. A certificate will not be issued for the Options and an uncertificated holding statement will be provided.

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Celsius Coal Limited. ABN 95 009 162 949

1. There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new entitlement issues of capital offered to shareholders during the currency of the Options.

2. If the Company undertakes a pro-rata issue (except a bonus issue), the exercise price of an Option may be adjusted in accordance with ASX Listing Rule 6.22.2.

3. In the event of any reconstruction, including a consolidation, subdivision, reduction or return of the issued capital of the Company prior to the Expiry Date, the number of Options which each holder is entitled or the exercise price of the Options or both will be reconstructed as appropriate in a manner which is in accordance with the Listing Rules and will not result in any benefits being conferred on Option holders which are not conferred on shareholders, subject to such provision with respect to the rounding of entitlements as may be sanctioned by the meeting of shareholders approving the reconstruction of capital, but in all other respects the terms of exercise of the Options will remain unchanged. The rights of an Option holder may be changed to comply with the Listing rules applying to a reorganisation of capital at the time of the reconstruction.

4. Shares allotted and issued pursuant to the exercise of an Option will be allotted and issued not more than 14 days after the receipt of a proper notice and payment of the relevant exercise price in respect of the Options exercised.

5. An Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.

6. The Options will not give any right to participate in dividends until Shares are allotted pursuant to the exercise of the relevant Options.

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Celsius Coal Limited. ABN 95 009 162 949

SCHEDULE 4 – VALUATION OF RELATED PARTY OPTIONS

The Related Party Options to be issued to the Related Parties pursuant to Resolutions 6 and 7 have been valued by internal management .

Using the Black & Scholes option model and based on the assumptions set out below, the Related Party Options were ascribed the following value:

Related Party Options were ascribed the following value:
Assumptions:	Options
Valuation date	10/09/2013
Market price of Shares	0.026 cents
Exercise price	0.02 cents
Expiry date (length of time from issue)	3 years
Risk free interest rate	2.50%
Volatility (discount)	72.68
Indicative value per Related Party Option	0.0145
Total Value of Related Party Options	$181,250
Ranko Matic	$36,250
Alistair Muir	$145,000

Note: The valuation noted above is not necessarily the market price that the Related Party Options could be traded at and is not automatically the market price for taxation purposes.

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Celsius Coal Limited. ABN 95 009 162 949

SCHEDULE 5 – ISSUES OF EQUITY SECURITIES SINCE 28 NOVEMBER 2012

Below is a list of all Equity Securities issued by the Company in the past 12 months:

Date	Quantity and Class of Equity Securities Issued	Recipients	Issue price and discount to Market Price (if applicable)1	Form of consideration
3 January 2013	15,000,000 Shares 5,400,000 Class A Performance Shares3 5,400,000 Class B Performance Shares4 5,400,000 Class C Performance Shares5 5,400,000 Class D Performance Shares6 5,400,000 Class E Performance Shares7	Cunningham Peterson Sharbanee Securities Pty Ltd (CPS Securities)	Nil cash consideration.	The Equity Securities were issued as part consideration for corporate and advisory services provided by CPS Securities. Current value10: Shares = $405,000 Performance Shares = $0
21 February 2013	5,750,000 Shares 25,000,000 Class A Performance Rights8 20,000,000 Class C Options ($0.02 on or before 21/2/2015)	Alexander Molyneux	Nil cash consideration.	The Equity Securities were issued to Mr Alexander Molyneux as part of his remuneration package under his executive services contract. Current value10: Shares = $155,250 Performance Rights = $226,125 Options = $286,000
21 February 2013	2,000,000 Unlisted Options ($0.02 on or before 21/2/2016)	Issued to Company employees	Nil cash consideration.	The unlisted Options were issued to employees under the Company’s Employee Option Plan. Current value10= $32,600
11 March 2013	227,272,727 Ordinary Shares	Blumont Group Limited	$5,000,000 Each share was issued at a price of $0.022	Each share was issued at $0.022 cents per share Amount raised: $5,000,000
10 April 2013	25,000,000 unlisted Options ($0.025 on or before 10/04/16)	Pacific Advisors Pte Ltd	Nil cash consideration.	The unlisted Options were issued as part consideration for financial services provided by Pacific Advisors. Current value10= $372,500
20 May 2013	15,000,000 unlisted Options ($0.02 on or before 20/05/16) 15,000,000 unlisted Options ($0.035 on or before 20/05/16) 15,000,000 unlisted Options ($0.05 on or before 20/05/16)	Harleys Ltd.	Nil cash consideration.	The unlisted Options were issued as part consideration for corporate advisory services provided by Harleys Ltd. Current value10= $0
6 August 2013	5,000,000 Shares	Issued to certain Option holders that exercised their Options.	Each Share was issued at an exercise price of $0.01.	Each Share was issued at the Option exercise price of $0.01. Amount raised6= $50,000 Discount to market price1: $0.01 or 50% discount
11 Septemb er 2013	5,000,000 Shares	Issued to certain Option holders that exercised their Options.	Each Share was issued at an exercise price of $0.01.	Each Share was issued at the Option exercise price of $0.01. Amount raised6= $50,000 Discount to market price1: $0.015 or 40% discount

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Celsius Coal Limited. ABN 95 009 162 949

Notes:

1. Market Price means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the trading day prior to the date of issue of the relevant Equity Securities.

2. Fully paid ordinary shares in the capital of the Company, ASX Code: CLA (terms are set out in the Constitution).

3. Each Class A Performance Share is convertible into one Share on or before 3 January 2018 upon the following vesting conditions being satisfied:

4. The vendors of Kokkia Coal Limited exercising their put option under the sale agreement; or

5. The Company satisfying the stage 2 and 3 expenditure commitments under the sale agreement,

and the Company, Kokkia or one of their subsidiaries successfully defining either:

• a JORC resource of 100mt of coking coal;

• a JORC resource of 300mt of thermal coal; or

• a combination of the two, such that X in formula below is equal to or greater than 300mt.

X = (3 x total coking coal JORC resource) + total thermal coal JORC Resource.

1. Each Class B Performance Share is convertible into one Share on or before 3 January 2018 upon the following vesting conditions being satisfied:

2. The vendors of Kokkia Coal Limited exercising their put option under the sale agreement; or

3. The Company satisfying the stage 2 and 3 expenditure commitments under the sale agreement,

and the Company, Kokkia or one of their subsidiaries successfully defining either:

• a JORC resource of 200mt of coking coal;

• a JORC resource of 600mt of thermal coal; or

• a combination of the two, such that X in formula below is equal to or greater than 600mt.

  • X = (3 x total coking coal JORC resource) + total thermal coal JORC Resource.

• Each Class C Performance Share is convertible into one Share on or before 3 January 2018 upon the following vesting conditions being satisfied:

• The vendors of Kokkia Coal Limited exercising their put option under the sale agreement; or

• The Company satisfying the stage 2 and 3 expenditure commitments under the sale agreement,

and the Company, Kokkia or one of their subsidiaries successfully defining either:

• a JORC resource of 300mt of coking coal;

• a JORC resource of 900mt of thermal coal; or

• a combination of the two, such that X in formula below is equal to or greater than 900mt.

  • X = (3 x total coking coal JORC resource) + total thermal coal JORC Resource.

• Each Class D Performance Share is convertible into one Share on or before 3 January 2018 upon the following vesting conditions being satisfied:

• The vendors of Kokkia Coal Limited exercising their put option under the sale agreement; or

• The Company satisfying the stage 2 and 3 expenditure commitments under the sale agreement,

and the Company, Kokkia or one of their subsidiaries successfully defining either:

• a JORC resource of 400mt of coking coal;

• a JORC resource of 1200mt of thermal coal; or

• a combination of the two, such that X in formula below is equal to or greater than 1200mt.

• X = (3 x total coking coal JORC resource) + total thermal coal JORC Resource.

29

Celsius Coal Limited. ABN 95 009 162 949

1. Each Class E Performance Share is convertible into one Share on or before 3 January 2018 upon the following vesting conditions being satisfied:

2. The vendors of Kokkia Coal Limited exercising their put option under the sale agreement; or

3. The Company satisfying the stage 2 and 3 expenditure commitments under the sale agreement,

and the Company, Kokkia or one of their subsidiaries successfully defining either:

• a JORC resource of 500mt of coking coal;

• a JORC resource of 1500mt of thermal coal; or

• a combination of the two, such that X in formula below is equal to or greater than 1500mt.

X = (3 x total coking coal JORC resource) + total thermal coal JORC Resource.

1. The Class A Performance Rights are subject to the following vesting conditions:

Number of Performance Rights	Vesting Condition	Length of Service
1,250,000	Both: 1. Social responsibility: create and implement social strategy. 2.Environment:no breaches.	12 months
1,250,000	Safety: (i) implement safety policy; and (ii) 'world class' lost time injury frequency rate (ie, <1.5 LTIFR per 100,000 man hours)	12 months
1,250,000	Strategy: (i) prepare business plans and budgets for board review and approval; (ii) analyze the potential market for Celsius' coal and prepare marketing plan; (iii) complete a review of infrastructure options, together with a plan for transporting coal from theKyrgyzproject to endmarkets.	12 months
1,250,000	Complete an equity raising of at least $5 million at a price satisfactorytotheBoard.	12 months
1,500,000	Complete an equity raising of at least $5 million at a price equal to or greater than 150% above the last capital raising price (i.e. 3 cents).	12 months
2,750,000	Initiate relationships with key potential partners and execute at leastoneMOU (orequivalent)that is announcedtoASX.	12 months
1,250,000	During the first three (3) months following the Commencement Date, the VWAP for the Company’s shares astraded on ASXbeing equal to orexceeds $0.04.	12 months
1,250,000	During the second three (3) months following the Commencement Date, the VWAP for the Company’s shares astraded on ASXbeing equal to orexceeds $0.04.	12 months
1,250,000	During the third three (3) months following the Commencement Date, the VWAP for the Company’s shares astraded on ASXbeing equal to orexceeds $0.04.	12 months
1,250,000	During the fourth three (3) months following the Commencement Date, the VWAP for the Company’s shares astraded on ASXbeing equal to orexceeds $0.04.	12 months
5,000,000	Enterprise value/resource as at 12 month anniversary exceedingthe average acrossthe“Basket”.	12 months
5,000,000	Share price performance of CLA as at the 12 month anniversary exceedingthe average acrossthe“Basket”.	12 months
25,000,000

The “Basket” of comparable companies for the purposes set out above will, in the first 12 months, be Aspire Mines (ASX: AKM), Xanadu Mines (ASX: XAM), Guildford Coal (ASX: GUF), Mongolia Energy (HKEX: 276), Kaisun Energy (HKEX: 8203), Modun Resources (ASX: MOU), Draig Resources (ASX: DRG), Newera Resources (ASX: NRU)

and are otherwise issued on the terms and conditions under the Company’s Employee Performance Rights Plan

1. The cash balance of the Company on 28 November 2012 was approximately $1,855,900. The aggregate amount raised from issues of Equity Securities listed in Schedule 5 is $5,100,000. The cash

30

Celsius Coal Limited. ABN 95 009 162 949

balance of the Company as at the date of this Notice is approximately $2,097,000. The amount spent since 28 November 2012 to the date of this Notice has been approximately $4,858,900. These funds have been spent on exploration and development of Group assets and corporate and overhead expenses. The amount raised from issue of Equity Securities listed in Schedule 5 that remains unspent as at the date of this Notice is $241,100. It is proposed that these funds will be used, together with the Company’s other cash reserves, for the continued development of the Group’s projects and corporate and related overheads. This statement as it relates to the future use of funds is a statement of current intentions as at the date of this Notice. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way the funds are applied on this basis.

1. In respect of quoted Equity Securities the value is based on the closing price of the Shares ($0.027) on the ASX on 27 September 2013. The Options were valued using the Black & Scholes option pricing model. The Performance Rights were valued using a manual calculation utilising management assessment of the probability of the vesting conditions being achieved with a current share price of $0.027. The probability of the 45,000,000 Options issued on 20 May 2013 vesting is 0%, therefore these Options have been given a value of $0. Performance Shares have a value of $0 as no hurdles have been reached.

31

Celsius Coal Limited. ABN 95 009 162 949

GLOSSARY

• $ means Australian dollars.

10% Placement Capacity has the meaning given in section 10.1 of this Notice.

Annual General Meeting means the meeting convened by the Notice of Meeting.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth

Commencement Date means the date on which the executive commenced their executive role with the Company.

Company means Celsius Coal Limited (ABN 95 009 162 949).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Eligible Entity means an entity that, at the date of the relevant general meeting:

• (a) is not included in the S&P/ASX 300 Index; and

• (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

Employee Option Plan means the employee option incentive scheme approved by Shareholders on the 4 October 2012.

32

Celsius Coal Limited. ABN 95 009 162 949

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Statement.

Options means an option which enables the holder to subscribe for one Share.

Ordinary Securities has the meaning set out in the ASX Listing Rules.

Proxy Form means the proxy form accompanying the Notice.

Related Party Option means an Option granted pursuant to Resolution [Insert] with the terms and conditions set out in Schedule 1.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2013.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Variable A means “A” as set out in the calculation in section 10.2 of this Notice.

WST means Western Standard Time as observed in Perth, Western Australia.

33

All registry communications to: Automic Registry Services PO Box 223, West Perth Western Australia 6872

==> picture [86 x 64] intentionally omitted <==

ABN: 95 009 162 949

Security Holder Proxy Form - Annual General Meeting

I/We being a Shareholder entitled to attend and vote at the Meeting, hereby appoint

The Chair as OR my/our proxy

(Name of proxy)

or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held at 11:30am, on Wednesday, 13 November 2013 at Bentleys, Level 1, 12 Kings Park Road, West Perth, and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

VOTING ON BUSINESS OF THE MEETING

Resolutions For Against Abstain 1 Adoption of Remuneration Report 2 Election of Director – Mr Ranko Matic 3 Election of Director – Mr Alistair Muir 4 Election of Director – Mr Alexander Molyneux 5 Re-Election of Director – Mr Bill Oliver	Resolutions For Against Abstain 1 Adoption of Remuneration Report 2 Election of Director – Mr Ranko Matic 3 Election of Director – Mr Alistair Muir 4 Election of Director – Mr Alexander Molyneux 5 Re-Election of Director – Mr Bill Oliver	Resolutions For Against Abstain 1 Adoption of Remuneration Report 2 Election of Director – Mr Ranko Matic 3 Election of Director – Mr Alistair Muir 4 Election of Director – Mr Alexander Molyneux 5 Re-Election of Director – Mr Bill Oliver	Resolutions For Against Abstain 1 Adoption of Remuneration Report 2 Election of Director – Mr Ranko Matic 3 Election of Director – Mr Alistair Muir 4 Election of Director – Mr Alexander Molyneux 5 Re-Election of Director – Mr Bill Oliver	Resolutions For Against Abstain 1 Adoption of Remuneration Report 2 Election of Director – Mr Ranko Matic 3 Election of Director – Mr Alistair Muir 4 Election of Director – Mr Alexander Molyneux 5 Re-Election of Director – Mr Bill Oliver	Resolutions For Against Abstain 1 Adoption of Remuneration Report 2 Election of Director – Mr Ranko Matic 3 Election of Director – Mr Alistair Muir 4 Election of Director – Mr Alexander Molyneux 5 Re-Election of Director – Mr Bill Oliver	For Against Abstain 6 Approval of Option issue to Mr Ranko Matic 7 Approval of Option issue to Mr Alistair Muir 8 Ratifcation of Option Issue to Pacifc Advisers 9 Ratifcation of Option Issue to Hartleys 10Approval of 10% Placement Capacity	For Against Abstain 6 Approval of Option issue to Mr Ranko Matic 7 Approval of Option issue to Mr Alistair Muir 8 Ratifcation of Option Issue to Pacifc Advisers 9 Ratifcation of Option Issue to Hartleys 10Approval of 10% Placement Capacity	For Against Abstain 6 Approval of Option issue to Mr Ranko Matic 7 Approval of Option issue to Mr Alistair Muir 8 Ratifcation of Option Issue to Pacifc Advisers 9 Ratifcation of Option Issue to Hartleys 10Approval of 10% Placement Capacity	For Against Abstain 6 Approval of Option issue to Mr Ranko Matic 7 Approval of Option issue to Mr Alistair Muir 8 Ratifcation of Option Issue to Pacifc Advisers 9 Ratifcation of Option Issue to Hartleys 10Approval of 10% Placement Capacity	For Against Abstain 6 Approval of Option issue to Mr Ranko Matic 7 Approval of Option issue to Mr Alistair Muir 8 Ratifcation of Option Issue to Pacifc Advisers 9 Ratifcation of Option Issue to Hartleys 10Approval of 10% Placement Capacity	For Against Abstain 6 Approval of Option issue to Mr Ranko Matic 7 Approval of Option issue to Mr Alistair Muir 8 Ratifcation of Option Issue to Pacifc Advisers 9 Ratifcation of Option Issue to Hartleys 10Approval of 10% Placement Capacity
2 Election of Director – Mr Ranko Matic						7 Approval of Option issue to Mr Alistair Muir
3 Election of Director – Mr Alistair Muir						8 Ratifcation of Option Issue to Pacifc Advisers
4 Election of Director – Mr Alexander Molyneux						9 Ratifcation of Option Issue to Hartleys
5 Re-Election of Director – Mr Bill Oliver						10Approval of 10% Placement Capacity

Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

Important for Resolutions 1, 6 and 7

If you have not directed your proxy how to vote as your proxy in respect of Resolutions 1, 6 and 7 and the Chair is, or may by default be, appointed your proxy, you must mark the box below.

I/we direct the Chair to vote in accordance with his voting intentions (as set out above) on Resolutions 1, 6 and 7 (except where I/we have indicated a different voting intention above) and expressly authorise that the Chair may exercise my/our proxy even though Resolutions 1, 6 and 7 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel and acknowledge that the Chair may exercise my/our proxy even if the Chair has an interest in the outcome of Resolutions 1, 6 and 7 and that votes cast by the Chair for Resolutions 1, 6 and 7, other than as proxy holder, will be disregarded because of that interest.

If the Chair is, or may by default be, appointed your proxy and you do not mark this box and you have not directed the Chair how to vote, the Chair will not cast your votes on Resolutions 1, 6 and 7 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1, 6 and 7.

SIGNATURE OF SHAREHOLDER(S):
Individual or Shareholder 1	Shareholder 2	Shareholder 3
Sole Director / Company Secretary	Director	Director / Company Secretary

INSTRUCTIONS FOR COMPLETING ‘APPOINTMENT OF PROXY’ FORM

1. Appointing a proxy: A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.

2. Appointing a second proxy: If you wish to appoint a second proxy, you may copy this form but you must return both forms together.

3. Direction to vote: A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.

4. Signing instructions:

• Individual: Where the holding is in one name, the Shareholder must sign.

• Joint holding: Where the holding is in more than one name, all of the Shareholders should sign.

• Power of attorney: If you have not already provided the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.

• Companies: Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.

5. Attending the Meeting: Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.

6. Return of Proxy Form: To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to Celsius Coal Limited, PO Box 44, West Perth 6872; or

• (b) facsimile to the Company on facsimile number +61 8 9226 4300; or

• (c) email to the Company at abetti@perth.bentleys.com.au,

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy Forms received later than this time will be invalid.