Celsius Resources Limited — AGM Information 2017

Oct 22, 2017

CELSIUS RESOURCES LIMITED ACN 009 162 949

NOTICE OF ANNUAL GENERAL MEETING

TIME : 11.00am WST DATE : Friday 24 November, 2017 PLACE : London House, Ground Floor, 216 St Georges Terrace, 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) 6188 8181.

IMPORTANT INFORMATION

VENUE AND TIME OF MEETING

The Annual General Meeting of the Shareholders of Celsius Resources Limited which this Notice of Annual General Meeting relates to will be held at London House, Ground Floor, 216 St Georges Terrace, Perth on Friday 24 November, 2017 at 11:00am 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 4:00pm WST on 22 November 2017

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 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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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Celsius Resources Limited (ABN 95 009 162 949) ( Company ) will be held at London House, Ground Floor, 216 St Georges Terrace, Perth on Friday 24 November 2017 at 11.00am 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 4:00pm WST on 22 November 2017.

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 2017 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 anon-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 2017.”
	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 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:
(a)	the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this
	Resolution; or
(b)	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
	directlyor indirectlywith the remuneration of a member of the KeyManagement Personnel.

3. RESOLUTION 2 – RE-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 13.2 of the Constitution and for all other purposes, Mr Ranko Matic, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

4. RESOLUTION 3 – ELECTION OF DIRECTOR – MR PINE VAN WYK

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 Pine van Wyk, a Director who was appointed on 4 September 2017, retires, and being eligible, is reelected as a Director.”

5. RESOLUTION 4 – RATIFICATION OF SHARE ISSUE

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

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“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes shareholders ratify the issue of 43,750,000 fully paid ordinary shares to Gecko Namibia (Pty) Ltd (or their nominees) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. 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.

6. RESOLUTION 5 – 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, Shareholders approve the issue of Equity Securities totalling up to 10% of the issued capital of the Company (at 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 Statement .”

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: 19 OCTOBER 2017 BY ORDER OF THE BOARD

______

MR RANKO MATIC NON-EXECUTIVE DIRECTOR COMPANY SECRETARY

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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 London House, Ground Floor, 216 St Georges Terrace, Perth on 24 November 2017 at 11.00am 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 2017 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.celsiusresources.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. 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.

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3. RESOLUTION 2 – RE-ELECTION OF RANKO MATIC

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 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 Ranko Matic, the director longest in office since his last election, will retire by rotation at the Annual General Meeting and, being eligible, offers himself for reelection.

Mr Matic was appointed to this role on 5 November 2012 and is considered to be an independent director by the Board.

Mr Matic is a Chartered Accountant with over 25 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 corporate advisory company based in 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 40 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, Summit Resources Ltd and Antilles Oil and Gas NL. Mr Matic is also a director of Argosy Minerals Ltd, East Energy Resources Ltd and Antilles Oil and Gas NL.

Mr Matic, will retire in accordance with clause 13.2 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 DIRECTOR – MR PINE VAN WYK

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 annual general meeting and are then eligible for re-election. Mr Pine van Wyk was appointed NonExecutive Director by the Board on 4 September 2017. Mr van Wyk retires in accordance with the Constitution and being eligible, offers himself for re-election as a Director.

Mr van Wyk is a Metallurgical Engineer by profession, with extensive experience in the mining industry, particularly in developing and operating mines in Namibia. He holds commercial qualifications (B.Com and MBA), with a focus on project management.

He spent eight years at Rössing Uranium, where his roles included Superintendent Acid Plant and Metallurgical Services, Superintendent Strategic Projects and Engineering Manager. In 2005, he joined Paladin Energy Ltd at their Langer Heinrich Uranium project as Operations Manager, taking the project from feasibility to full production.

In 2008, he joined Gecko Namibia as Director Projects and in 2014 became Managing Director of the Gecko Namibia group of companies.

Mr van Wyk 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 van Wyk.

5. RESOLUTION 4 – RATIFICATION OF SHARE ISSUE

GENERAL

On 4 September 2017 the Company announced it was acquiring a 95% interest at the expanded Opuwo Cobalt Project in Namibia. Part of this additional acquisition required the Company to issue a total of 43,750,000 fully paid ordinary shares to Gecko Namibia (Pty) Ltd (‘Gecko’). Gecko agreed to a voluntary escrow lock on the shares it receives as 50% for 6 months from completion and 50% for 12 months from completion. Completion occurred on 13 September 2017.

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5.1 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 ratification of the issue of the fully paid ordinary shares:

• a) 43,750,000 fully paid ordinary shares were issued

• b) The issue price was $0.04 per share

• c) Fully paid ordinary shares - 50% (21,875,000) voluntary escrowed to 13 March 2018, 50% (21,875,000) voluntary escrowed to 13 September 2018

• d) The shares were issued to Gecko Namibia (Pty) Ltd, who is not a related party of the Company

• e) The shares were issued for non-cash consideration to acquire a 95% interest in the Opuwo Cobalt Project, including three further exploration licences next to the original exploration licence of the Project.

6. RESOLUTION 5 – APPROVAL OF 10% PLACEMENT FACILITY

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 Facility ).

The Company is an Eligible Entity.

If Shareholders approve Resolution 5, the number of Equity Securities the Eligible Entity may issue under the 10% Placement Facility will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out in section 6.1 below). The effect of Resolution 5 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 Facility during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company’s 15% annual placement Facility granted under Listing Rule 7.1.

Resolution 5 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 5 for it to be passed.

• 6.1 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 $26,727,717 based on the amount of Shares on issue and expected capital raising price of shares to be issued 2 October 2017.

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.

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• 6.2 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 5:

• (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 6.2(a)(i), the date on which the Equity Securities are issued.

(b) Date of Issue The Equity Securities may be issued under the 10% Placement Facility commencing on the date of the Meeting and expiring on the first to occur of the following:

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

• (ii) 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 Facility Period ).

(c) Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Facility will dilute the interests of Shareholders who do not receive any Shares under the issue. If Resolution 5 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Facility, 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 Facility.

Number of Shares on Issue (Variable ‘A’ in ASX Listing Rule 7.1A2)		**Dilution **	**Dilution **
	Issue Price (per Share)	0.026 50% decrease in Issue Price	0.053 Issue Price	0.079 50% increase in Issue Price
504,296,544 (Current Variable A)	Shares issued – 10% voting **dilution **	50,429,654 Shares	50,429,654 Shares	50,429,654 Shares
	Funds raised	$1,311,171	$2,672,772	$3,983,943
756,444,816 (50% increase in Variable A)	Shares issued – 10% voting **dilution **	75,644,482 Shares	75,644,482 Shares	75,644,482 Shares
	Funds raised	$1,966,757	$4,009,158	$5,975,914
1,008,593,088 (100% increase in Variable A)	Shares issued – 10% voting **dilution **	100,859,309 Shares	100,859,309 Shares	100,859,309 Shares
	Funds raised	$2,622,342	$5,345,543	$7,967,885

*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 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 504,296,544 Shares on issue;

2. The issue price set out above is the closing price of the Shares on the ASX on 2 October 2017.

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

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 Facility 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 Facility , 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

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(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 Facility

The Company may issue Equity Securities under the 10% Placement Facility 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 cobalt and nickel assets, 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 Facility

The Company’s allocation policy for the issue of Equity Securities under the 10% Placement Facility will be dependent on the prevailing market conditions at the time of any proposed placement(s).

The recipients of Equity Securities to be issued under the 10% Placement Facility have not been determined. However, the recipients of Equity Securities could consist of existing Shareholders or new investors (or both) none of whom are related parties of the Company.

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

• (i) the purpose of the issue;

• (ii) alternative methods of 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; and

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

Further, if the Company is successful in acquiring new assets or investments, it is likely that the recipients under the 10% Placement Facility will be the vendors of the new 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 30 November 2016 ( Previous Approval ).

The Company has issued 8,840,863 fully paid ordinary shares at an issue price of $0.01 per share, 14,734,772 Options with an exercise price of $0.01 and 38,334,889 fully paid ordinary shares at an issue price of $0.037 pursuant to the Previous Approval.

During the 12 month period preceding the date of the Meeting, being on and from 30 November 2016, the Company otherwise issued a total of 502,682,510 Shares which represents approximately 31,144% of the total number of Equity Securities on issue in the Company on 30 November 2016, which was 1,614,034.

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 A.

(g) Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

When the Company issues Equity Securities pursuant to the 10% Placement Facility, 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

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

6.3 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 5.

7. ENQUIRIES

Shareholders may contact the Company Secretary on (+ 61 8) 6188 8181 if they have any queries in respect of the matters set out in these documents.

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SCHEDULE A – ISSUES OF EQUITY SECURITIES SINCE 24 NOVEMBER 2016

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
14/12/2016	278,346,629 Fully Paid Ordinary Shares2 147,909,792 listed Options3	Issued to investors, convertible note holders and creditors in accordance with Replacement Prospectus lodged 24 November 2016 and Supplementary Prospectus dated 30 November 2016	Issue price $0.01 107,929,792 Options issued nil issue price 40,000,000 Options issued $0.001	Amount raised: $1,682,043 Amount spent: $1,682,043 Use of funds: Exploration activities on nickel tenements, working capital, initial expenditure on cobalt projects Amount remaining: nil
01/02/2017	14,300,000 fully paid ordinary shares	Listed optionholders	$0.01	Amount raised: $143,000 Amount spent: $143,000 Use of funds: Project expenditure, working capital Amount remaining: nil
09/02/2017	10,370,621 fully paid ordinary shares	Listed optionholders	$0.01	Amount raised: $103,706 Amount spent: $103,706 Use of funds: Project expenditure, working capital Amount remaining: nil
14/02/2017	8,482,808 fully paid ordinary shares	1,800,000 Shares S3 Consortium Pty Ltd 6,682,808 Shares Listed optionholders	1,800,000 Shares at $0.03 6,682,808 Shares at $0.01	Amount raised: $66,828 Amount spent: $66,828 Use of funds: Project expenditure, working capital Amount remaining: nil
20/02/2017	5,788,332 fully paid ordinary shares	Listed optionholders	$0.01	Amount raised: $57,883 Amount spent: $57,883 Use of funds: Project expenditure, working capital Amount remaining: nil
03/03/2017	8,605,000 fully paid ordinary shares	Listed optionholders	$0.01	Amount raised: $86,050 Amount spent: $86,050 Use of funds: Project expenditure, working capital Amount remaining: nil
06/03/2017	27,777,773 fully paid ordinary shares	Shares issued to previous shareholders of Opuwo Cobalt Pty Ltd	$0.01	No consideration paid as shares were issued as part of non-cash acquisition Current Value8: $1,472,222
07/04/2017	1,000,000 fully paid ordinary shares	Listed optionholders	$0.01	Amount raised: $10,000 Amount spent: $10,000 Use of funds: Project expenditure, working capital Amount remaining: nil

10

28/04/2017	1,836,667 fully paid ordinary shares	Listed optionholders	$0.01	Amount raised: $18,367 Amount spent: $18,367 Use of funds: Project expenditure, working capital Amount remaining: nil
18/05/2017	94,594,680 fully paid ordinary shares	Institutional and professional investors	94,594,600 Shares at $0.037 80 Shares at $0.10	Amount raised: $3,500,000 Amount spent: $721,166 Use of funds: Project expenditure, working capital Amount remaining: $2,778,834 Intended use for remaining cash: Project expenditure including drilling program in Namibia and survey work on WA tenements. Working capital.
18/05/2017	16,000,000 unlisted options4	Joint Lead Managers on capital raising – Hartleys and Aesir (or their nominees)	nil	No consideration paid as shares were issued in return for capital raising services Current Value8: $346,618
19/05/2017	6,000,000 unlisted options5	Union Square LLC	nil	No consideration paid as shares were issued in return for capital raising services Current Value8: $143,646
19/05/2017	3,900,000 fully paid ordinary shares	Listed optionholders	$0.01	Amount raised: $39,000 Amount spent: $39,000 Use of funds: Project expenditure, working capital Amount remaining: nil
20/06/2017	750,000 fully paid ordinary shares	Listed optionholders	$0.01	Amount raised: $7,500 Amount spent: $7,500 Use of funds: Project expenditure, working capital Amount remaining: nil
23/06/2017	1,950,000 fully paid ordinary shares	Listed optionholders	$0.01	Amount raised: $19,500 Amount spent: $19,500 Use of funds: Project expenditure, working capital Amount remaining: nil
18/08/2017	18,000,000 unlisted options6	6,000,000 each to Mr William Oliver, Mr Brendan Borg, Mr Ranko Matic	nil	No consideration - issued as part of the Directors’ remuneration packages Current Value8: $569,974
25/08/2017	300,000 fully paid ordinary shares	Listed optionholders	$0.01	Amount raised: $3,000 Amount spent: $3,000 Use of funds: Project expenditure, working capital Amount remaining: nil

11

29/08/2017	430,000 fully paid ordinary shares	Listed optionholders	$0.01	Amount raised: $4,300 Amount spent: $4,300 Use of funds: Project expenditure, working capital Amount remaining: nil
13/09/2017	43,750,000 fully paid ordinary shares7	Gecko Namibia (Pty) Ltd	$0.04	No consideration paid as shares were issued as part of non-cash acquisition. Current Value8: $2,318,750
13/09/2017	500,000 fully paid ordinary shares	Listed optionholders	$0.01	Amount raised: $5,000 Amount spent: $5,000 Use of funds: Project expenditure, working capital Amount remaining: nil

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).

3. Listed Options have an exercise price $0.01 expiring 30 December 2018 (ASX Code: CLAO)

4. Unlisted Options have an exercise price of $0.05 expiring on 18 May 2020.

5. 2,000,000 Unlisted Options have an exercise price of $0.075 expiring on 19 May 2020, 2,000,000 Unlisted Options have an exercise price of $0.10 expiring on 19 May 2020, and 2,000,000 Unlisted Options have an exercise price of $0.125 expiring on 19 May 2020.

6. Unlisted Options have an exercise price of $0.05 expiring on 18 August 2020, with performance conditions as set out in Schedule 1 of the meeting notice dated 22 June 2017 for General Meeting held on 27 July 2017.

7. 50% (21,875,000) Shares have been voluntary escrowed until 13 March 2018, 50% (21,875,000) Shares have been voluntary escrowed until 13 September 2018.

8. In respect of quoted Equity Securities the value is based on the closing price of the Shares ($0.053) on the ASX on 2 October 2017. Options were valued using the Black & Scholes option pricing model. Measurement inputs include the Share price on the measurement date, the exercise price, the term of the Option, the impact of dilution, the expected volatility of the underlying Share (based on weighted average historic volatility adjusted for changes expected due to publicly available information), the expected dividend yield and the risk free interest rate for the term of the Option. No account is taken of any performance conditions included in the terms of the Option other than market based performance conditions (i.e. conditions linked to the price of Shares), if applicable.\

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GLOSSARY

• $ means Australian dollars.

10% Placement Facility has the meaning given in section 6 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 ).

Company means Celsius Resources 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.

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.

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 2017.

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 6.1 of this Notice.

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

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AGM Registration Card

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Holder Number:

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Vote by Proxy: CLA

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✓ ✓ ✓

Complete the form overleaf in accordance with the instructions set out below.

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