Celsius Resources Limited

ACN 009 162 949

NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 11:00am (WST) DATE : Thursday 27 July 2017 PLACE : London House Level 3, 216 St Georges Terrace Perth, Western Australia

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

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.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5:00pm on 25 July 2017

C O N T E N TS

Business of the Meeting (setting out the proposed Resolutions)	3
Explanatory Statement (explaining the proposed Resolutions)	7
Glossary	15
Schedule 1 – Terms and Conditions of Related Party Options	17
Schedule 2 – Value of the Related Party Options	19
Schedule 3 – Terms and Conditions of Options under Placement	20
Schedule 4 – Terms and Conditions of Unlisted Options under Placement	22
Proxy Form

I M P O R T A N T I NF O R MA T I O N

Time and place of Meeting

Notice is given that the Meeting will be held at 11:00am WST on Thursday, 27 July 2017 at London House, Level 3, 216 St Georges Terrace, Perth, Western Australia

Your vote is important

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

Voting eligibility

Voting in person

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

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, Shareholders are advised that:

each Shareholder has a right to appoint a proxy;
the proxy need not be a Shareholder of the Company; and
a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two 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.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 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 of the meeting, who must vote the proxies as directed.

Further details on these changes are 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 two 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; or
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.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – ISSUE OF OPTIONS TO RELATED PARTY - BRENDAN BORG

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 6,000,000 Options to Brendan Borg (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Brendan Borg (or his nominee) and any of their associates ( Resolution 1 Excluded Party ). 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, provided the Chair is not a Resolution 1 Excluded Party, 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:

(a) the proxy is either:

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

(ii) 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.

Provided the Chair is not a Resolution 1 Excluded Party, 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.

2. RESOLUTION 2 – ISSUE OF OPTIONS TO RELATED PARTY - RANKO MATIC

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 6,000,000 Options to Ranko Matic (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Ranko Matic (or his nominee) and any of their associates ( Resolution 2 Excluded Party ). 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, provided the Chair is not a Resolution 2 Excluded Party, 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: (i) a member of the Key Management Personnel; or (ii) 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.

Provided the Chair is not a Resolution 2 Excluded Party, the above prohibition does not apply if:

(d) 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.

3. RESOLUTION 3 – ISSUE OF OPTIONS TO RELATED PARTY - WILLIAM OLIVER

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 6,000,000 Options to William Oliver (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by William Oliver (or his nominee) and any of their associates ( Resolution 3 Excluded Party ). 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, provided the Chair is not a Resolution 3 Excluded Party, 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:

(e) the proxy is either: (i) a member of the Key Management Personnel; or

(ii) a Closely Related Party of such a member; and (f) the appointment does not specify the way the proxy is to vote on this Resolution.

Provided the Chair is not a Resolution 3 Excluded Party, the above prohibition does not apply if:

(e) the proxy is the Chair; and (f) 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.

4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF SHARES UNDER SERVICE AGREEMENT

To consider and, if thought fit, to pass 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 1,800,000 Shares on the terms and conditions set out in the Explanatory Statement. ”

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.

5. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF SHARES UNDER PROSPECTUS

To consider and, if thought fit, to pass 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 80 Shares 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 6 – RATIFICATION OF PRIOR ISSUE OF SHARES UNDER PLACEMENT

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 67,567,573 Shares on the terms and conditions set out in the Explanatory Statement.”

7. RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE OF UNLISTED OPTIONS UNDER PLACEMENT

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 16,000,000 Options on the terms and conditions set out in the Explanatory Statement.”

8. RESOLUTION 8 – RATIFICATION OF PRIOR ISSUE OF UNLISTED OPTIONS UNDER SERVICE AGREEMENT

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 6,000,000 Options on the terms and conditions set out in the Explanatory Statement.”

Dated: 22 June 2017

By order of the Board

MR RANKO MATIC NON-EXECUTIVE DIRECTOR COMPANY SECRETARY CELSIUS RESOURCES LIMITED

E X P L A N A T O R Y S T A TE M E N T

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. RESOLUTIONS 1 TO 3 – ISSUE OF OPTIONS TO RELATED PARTIES - BRENDAN BORG, RANKO MATIC AND WILLIAM OLIVER

1.1 General

The Company has agreed, subject to obtaining Shareholder approval, to issue a total of 18,000,000 Options ( Related Party Options ) to Messrs Brendan Borg, Ranko Matic and William Oliver ( Related Parties ) on the terms and conditions set out below.

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,

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 the Related Party Options constitutes giving a financial benefit and Messrs Borg, Matic and Oliver are related parties of the Company by virtue of being Directors of the Company.

In addition, ASX Listing Rule 10.11 also requires 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 opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

It is the view of the Company 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 sought for the grant of Related Party Options to the Related Parties.

1.2 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

Pursuant to and in accordance with the requirements of section 219 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to the proposed grant of Related Party Options:

(a) the related parties are Messrs Brendan Borg, Ranko Matic and William Oliver and they are related parties by virtue of being Directors 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) 6,000,000 Related Party Options to Brendan Borg (or his nominee) (Resolution 1);
(ii) 6,000,000 Related Party Options to Ranko Matic (or his nominee) (Resolution 2); and
(iii) 6,000,000 Related Party Options to William Oliver (or his nominee) (Resolution 3);

The Related Party Options will vest in the following tranches based on satisfaction of the Milestones:

Related Party	Milestone 1	Milestone 2	Milestone 3	Total Options
Brendan Borg	2,000,000	2,000,000	2,000,000	6,000,000
Ranko Matic	2,000,000	2,000,000	2,000,000	6,000,000
William Oliver	2,000,000	2,000,000	2,000,000	6,000,000

The terms of each of the Milestones are set out in Schedule 1.

(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;
(e) the terms and conditions of the Related Party Options are set out in Schedule 1;
(f) the value of the Related Party Options and the pricing methodology is set out in Schedule 2. The value of the Options has been calculated using the using the Black & Scholes option pricing model and is based on the assumptions set out in Schedule 2;
(g) the relevant interests of the Related Parties in securities of the Company are set out below:

Related Party	Shares	Options
Brendan Borg	13,000,000	3,333,3331
Ranko Matic	69,269	nil
William Oliver	532,834	166,6672

3,333,333 Options exercisable at $0.01 each on or before 30 December 2018.
166,667 Options exercisable at $0.01 each on or before 30 December 2018.
(h) the remuneration and emoluments from the Company to the Related Parties for the previous financial year and the proposed remuneration and emoluments for the current financial year are set out below:

Related Party	Current Financial Year (2017 Proposed)	Previous Financial Year (2016)
Brendan Borg	$58,990	Nil1
Ranko Matic	$36,000	$36,000
William Oliver	$36,000	$36,000

Brendan Borg commenced as Managing Director of the Company on 18 April 2017 and his annual executive service fee is $290,909 (excluding GST).

(i) if the Related Party Options granted to the Related Parties are exercised, a total of 18,000,000 Shares would be issued. This will increase the number of Shares on issue from 456,616,544 to 474,616,544 (assuming that no other Options are exercised and no other Shares are issued with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 3.9%, comprising 1.3% by Brendan Borg, 1.3% by Ranko Matic and 1.3% by William Oliver.

The market price for Shares during the term of the Related Party Options would normally determine whether or not the Related Party Options are exercised. If, at any time any of the Related Party Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Related Party Options, there may be a perceived cost to the Company.

(j) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

	Price	Date
Highest	0.05	13 April 2017
Lowest	0.021	30 December 2016
Last	0.037	6 June 2017

(k) the Board acknowledges the grant of Related Party Options to Messrs Matic and Oliver is contrary to Recommendation 8.2 of The Corporate Governance Principles and Recommendations (3[rd] Edition) as published by The ASX Corporate Governance Council. However, the Board considers the grant of Related Party Options to Messrs Matic and Oliver reasonable in the circumstances for the reason set out in paragraph (m);

(l) the primary purpose of the grant of the Related Party Options to the Related Parties is to provide a performance linked incentive component in the remuneration package for the Related Parties to motivate and reward the performance of the Related Parties in their respective roles as Directors;
(m) Brendan Borg declines to make a recommendation to Shareholders in relation to Resolution 1 due to his material personal interest in the outcome of the Resolution on the basis that Brendan Borg is to be granted Related Party Options in the Company should Resolution 1 be passed. However, in respect of Resolutions 2 and 3, Brendan Borg recommends that Shareholders vote in favour of those Resolutions for the following reasons:
(i) the grant of Related Party Options to the Related Parties in particular, the vesting conditions of the Related Party Options, will align the interests of the Related Parties with those of Shareholders. Should the Milestones not be reached, the value of the Related Party Options will be $0;
(ii) the grant of the Related Party Options is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Related Parties; and
(iii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Related Party Options upon the terms proposed;

(n) Ranko Matic declines to make a recommendation to Shareholders in relation to Resolution 2 due to his material personal interest in the outcome of the Resolution on the basis that Ranko Matic is to be granted Related Party Options in the Company should Resolution 2 be passed. However, in respect of Resolutions 1 and 3, Ranko Matic recommends that Shareholders vote in favour of those Resolutions for the reasons set out in paragraph (m);
(o) William Oliver declines to make a recommendation to Shareholders in relation to Resolution 3 due to his material personal interest in the outcome of the Resolution on the basis that William Oliver is to be granted Related Party Options in the Company should Resolution 3 be passed. However, in respect of Resolutions 1 and 2, William Oliver recommends that Shareholders vote in favour of those Resolutions for the reasons set out in paragraph (m);
(p) in forming their recommendations, each Director considered the experience of each other Related Party, the current market price of Shares, the current market practices when determining the number of Related Party Options to be granted as well as the exercise price and expiry date of those Related Party Options; and
(q) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 1 to 3.

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.

2. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF SHARES UNDER SERVICE AGREEMENT

2.1 General

On 14 February 2017, the Company issued 1,800,000 Shares at an issue price of $0.03 per Share as consideration to S3 Consortium Pty Ltd (trading as StocksDigital) ( S3 ) pursuant to an agreement for services between S3 and the Company dated 3 February 2017 ( S3 Services Agreement ). Under the S3 Services Agreement, S3 agreed to provide the Company with various marketing and advertising services.

The Shares were issued under the Company’s 15% annual placement capacity as per ASX Listing Rule 7.1.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities 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.

Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Shares ( Ratification ).

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% annual placement capacity set

out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

2.2 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 Ratification:

(a) 1,800,000 Shares were issued to S3;
(b) the Shares were issued at an issue price of $0.03 each;
(c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(d) the Shares were issued to S3. S3 is not a related party of the Company; and
(e) the Shares were issued as consideration to S3 pursuant to the S3 Services Agreement, under which payment included the issue of such Shares.

3. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF SHARES UNDER PROSPECTUS

3.1 General

On 18 May 2017, the Company issued 80 fully paid ordinary shares at an issue price of $0.10 to raise up to $8.00 under the cleansing prospectus lodged 16 May 2017. The prospectus was prepared primarily to remove any trading restrictions on the sale of Shares issued by the Company prior to the Closing Date.

The Shares were issued under the Company’s 15% annual placement capacity as per ASX Listing Rule 7.1.

A summary of ASX Listing Rule 7.1 and 7.4 is set out in Section 2.1 above.

Resolution 5 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Shares ( Ratification ).

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% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

3.2 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 Ratification:

(a) 80 Shares were issued;
(b) the Shares were issued at an issue price of $0.10 each;
(c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(d) the Shares were issued to an unrelated party of the Company; and

(e) the Shares were issued under a cleansing prospectus.

4. BACKGROUND TO RESOLUTIONS 6 AND 7

4.1 Background

On 18 May 2017, the Company engaged Hartleys Limited and Aesir Capital Pty Ltd as Joint Lead Managers (together, the “ JLMS ”)to raise up to $3.5 million based on issuing 94,594,600 fully paid ordinary shares at an issue price of $0.037 ( Placement )

Included as part of the Placement, was a fee of 16,000,000 Unlisted Options with an exercise price of $0.05 before or on 18 May 2020. These were issued to the JLMs as consideration for their assistance in the Placement.

Resolutions 6 and 7 seek shareholder approval to ratify the issue of the Securities issued under the Company’s placement capacity pursuant to ASX Listing Rules 7.1 and 7.1A.

5. RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE OF SHARES UNDER PLACEMENT

5.1 General

On 18 May 2017 the Company issued a total of 67,567,573 Shares pursuant to the Placement under its existing placement capacity pursuant to ASX Listing Rule 7.1 (29,232,684 Shares) and 7.1A (38,334,889 Shares).

Resolution 6 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 in respect of the Shares issued under the Placement ( Ratification ).

ASX Listing Rule 7.4 provides that where a company in a 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.

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. The Company obtained approval for the additional 10% annual placement capacity at its annual general meeting in November 2016. Under Listing Rule 7.1A, any securities issued under the 10% additional placement capacity will be counted toward the 10% limit pursuant to Listing Rule 7.1A for a period of 12 months from the date of issue unless Shareholders approve the issue of those securities.

By ratifying the issue of the Shares, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 and the additional 10% annual capacity set out in ASX Listing Rule 7.1A without the requirement to obtain prior Shareholder approval.

5.2 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 Resolution 6:

(a) 67,567,573 Shares were issued, consisting of:

(i) 29,232,684 Shares under the Company’s existing placement capacity pursuant to ASX Listing Rule 7.1; and
(ii) 38,334,889 Shares under the Company’s existing placement capacity pursuant to ASX Listing Rule 7.1A;
(b) the issue price was $0.037 per Share;
(c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(d) the Shares were issued to sophisticated and professional investors in Australia. None of these subscribers are related parties of the Company; and
(e) the Company intends to apply the funds raised from the issue of the Shares towards:
(i) further evaluation of the Opuwo Cobalt Project
(ii) exploration of its Australian tenements; and
(iii) for general working capital purposes.

6. RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE OF UNLISTED OPTIONS UNDER PLACEMENT

6.1 General

As detailed above in Section 4.1, on 18 May 2017 the Company issued a total of 16,000,000 Unlisted Options as consideration for assistance in the Placement under its existing placement capacity pursuant to ASX Listing Rule 7.1A. The Options are exercisable at $0.05 on or before 18 May 2020.

Resolution 7 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Options under the Placement ( Ratification ).

A summary of ASX Listing Rule 7.1, 7.1A and 7.4 is set out in Section 5.1 above.

By ratifying the issue of Options, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 and the additional 10% annual capacity set out in ASX Listing Rule 7.1A without the requirement to obtain prior Shareholder approval.

6.2 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 Resolution 7:

(a) 16,000,000 Options were issued;
(b) the issue price of the Options was nil as they were issued as consideration for assistance in the Placement;
(c) the Options will be issued on the terms and conditions set out in Schedule 3;
(d) the Options were issued to the JLMs. None of these subscribers are related parties of the Company; and

(e) no funds were raised from this issue as the Options were issued as consideration for assistance in the Placement.

7. RESOLUTION 8 – RATIFICATION OF PRIOR ISSUE OF UNLISTED OPTIONS UNDER SERVICE AGREEMENT

7.1 General

In May 2017, the Company engaged Union Square Capital Advisors LLC ( USQA ) to provide corporate advisory services. On 19 May 2017, the Company issued USQA 6 million unlisted Options as payment for services provided, in three equal tranches:

i. 2,000,000 unlisted Options with an exercise price of $0.075 expiring 19 May 2020
ii. 2,000,000 unlisted Options with an exercise price of $0.10 expiring 19 May 2020
iii. 2,000,000 unlisted Options with an exercise price of $0.125 expiring 19 May 2020

Resolution 8 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the unlisted Options ( Ratification ).

A summary of ASX Listing Rule 7.1 and 7.4 is set out in Section 5.1 above.

By ratifying the issue of the unlisted Options, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 and the additional 10% annual capacity set out in ASX Listing Rule 7.1A without the requirement to obtain prior Shareholder approval.

7.2 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 Resolution 8:

(a) 6,000,000 unlisted Options were issued;
(b) the options were issued in three equal tranches of 2,000,000 with an exercise price of A$0.075, A$0.10, and A$0.125 per fully paid ordinary share, all expiring 19 May 2020.
(c) the Options will be issued on the terms and conditions set out in Schedule 4;
(d) the Options were issued to Union Square Capital Advisors LLC. It is not a related party of the Company; and
(e) no funds were raised from this issue as the Options were issued as consideration for services provided.

G LO S S A R Y

$ means Australian dollars.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

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.

Chair means the chair of the Meeting.

Closing Date means the date specified in the timetable in Section 2.1 of the Prospectus lodged by the Company on 16 May 2017.

Company means Celsius Resources Limited (ACN 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.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

Milestones means Milestone 1, Milestone 2 and Milestone 3.

Milestone 1 means the milestone set out in paragraph (d)(i) of Schedule 1.

Milestone 2 means the milestone set out in paragraph (d)(ii) of Schedule 1.

Milestone 3 means the milestone set out in paragraph (d)(iii) of Schedule 1.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire one fully paid Share with the terms and conditions set out in the relevant Schedules.

Optionholder means a holder of an Option or Related Party Option as the context requires.

Proxy Form means the proxy form accompanying the Notice.

Related Party Option means an Option granted pursuant to Resolutions 1 to 3 with the terms and conditions set out in Schedule 1.

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

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

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

S C H E D UL E 1 – T E R MS A N D C O N DI T IO N S O F RE L AT E D PA RT Y O PT IO N S

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.05 ( Exercise Price )

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on the date that is three (3) years from the date of issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options shall vest and are exercisable at any time on and from:

(i) the delineation by the Company of a JORC compliant mineral resource of a minimum of 10MT @ a minimum of 1% Copper (Cu) equivalent at the Company’s Opuwo Cobalt Project ( Milestone 1 );
(ii) the completion by the Company of a positive scoping study of the Company’s Opuwo Cobalt Project, leading to the commencement of a pre-feasibility study ( Milestone 2 ); and
(iii) the completion by the Company of a positive pre-feasibility study of the Company’s Opuwo Cobalt Project, leading to the commencement of a definitive feasibility study or decision to mine ( Milestone 3 ),

until the Expiry Date ( Exercise Period ).

(e)

Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f)

Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the later of the following:

(i) the Exercise Date; and
(ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

but in any case no later than 20 Business Days after the Exercise Date, the Company will:

(i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(j) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(k) Change in exercise price

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.

(l) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

S C H E D UL E 2 – V AL UE O F T H E RE L AT E D PA R T Y O PTI O N S

The Related Party Options to be issued to the Related Parties pursuant to Resolutions 1 to 3 have been valued by internal management.

Using the Black & Scholes option pricing model and based on the assumptions set out below, the Related Party Options were ascribed the following value range, which is undiscounted and has no probability assigned to the likelihood of the achievement of the vesting conditions referred to in Schedule 1 (d):

Assumptions:	Options

Valuation date	2 June 2017
Market price of Shares	$0.036
Exercise price	$0.050
Expiry date (length of time from issue)	3 years
Risk free interest rate	1.66%
Volatility	112.77

Indicative value per Related Party Option	$0.022

Total Value of Related Party Options	$396,000

-Brendan Borg	$132,000
-Ranko Matic	$132,000
-William Oliver	$132,000

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

S C H E D UL E 3– TE R M S A N D C O N D IT IO N S O F O PT IO N S U N D E R PL A C EM E N T

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.05 ( Exercise Price )

(c) Expiry Date

(d)

Exercise Period

The Options shall vest and are exercisable at any time on and from 18 May 2017 until the Expiry Date ( Exercise Period ).

(e)

Notice of Exercise

(f)

Exercise Date

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the later of the following:

(i) the Exercise Date; and
(ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

but in any case no later than 20 Business Days after the Exercise Date, the Company will:

(i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i)

Reconstruction of capital

(j)

Participation in new issues

(k) Change in exercise price

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.

(l) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities law.

S C H E D UL E 4– TE R M S A N D C O N D IT IO N S O F U NL I ST E D O PT ION S

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option will be:

(i) 2,000,000 unlisted Options with an exercise price of $0.075
(ii) 2,000,000 unlisted Options with an exercise price of $0.10
(iii) 2,000,000 unlisted Options with an exercise price of $0.125

(c) Expiry Date

(d)

Exercise Period

The Options shall vest and are exercisable at any time on and from 19 May 2017 until the Expiry Date ( Exercise Period ).

(e) Notice of Exercise

(f)

Exercise Date

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the later of the following:

(i) the Exercise Date; and
(ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

but in any case no later than 20 Business Days after the Exercise Date, the Company will:

(i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to

ensure that an offer for sale of the Shares does not require disclosure to investors; and

(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Reconstruction of capital

(j) Participation in new issues

(k) Change in exercise price

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.

(l) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities law.

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GM Registration Card If you are attending the meeting in person, please bring this with you for Securityholder registration.

Celsius Resources Limited | ABN 95 009 162 949

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HolderNumber

Vote by Proxy CLA: Holder Number:

Option A – Please choose to vote online, because:

Save Your Money: This company you own a part of has to spend thousands of dollars each year in print and postage costs. Online voting will reduce this unnecessary expense.
It’s Quick and Secure: Voting online provides you with greater privacy over your instructions, eliminates any postal delays and removes the risk of it being potentially lost in transit.
Receive Vote Confirmation: Voting online is the only method which provides you with confirmation that your vote has been processed. It also allows you to amend your vote if required.

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To Access online voting you can scan the barcode to the right with your tablet or mobile device or you can enter the following link into your browser. Voting online is quick and easy to do. https://investor.automic.com.au/#/loginsah

Option B - Appoint a proxy, by paper:

I /We being a Shareholder entitled to attend and vote at the General Meeting of the Company, to be held at 11:00am (WST) on Thursday, 27 July 2017 at London House Level 3, 216 St Georges Terrace Perth, Western Australia hereby:

Appoint the Chairman of the Meeting (Chair) OR if you are not appointing the Chairman of the Meeting as your proxy, please write the name of the person or body

corporate you are appointing as your 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 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.

Unless indicated otherwise by ticking the “for”,” against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

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Resolutions For Against Abstain Resolutions For Against Abstain
1 Issue of Options to Related Party 5 Ratification of Prior Issue of Shares under
– Brendan Borg Prospectus
2 Issue of Options to Related Party 6 Ratification of Prior Issue of Shares under
– Ranko Matic Placement
3 Issue of Options to Related Party 7 Ratification of Prior Issue of Unlisted Options
– William Oliver under Placement
4 Ratification of Prior Issue of Shares under 8 Ratification of Prior Issue of Unlisted Options
service agreement under Service Agreement
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.
SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director / Company Secretary
Contact Name…………………………………………….. Contact Daytime Telephone……………………………… Date / / 2017
Email Address
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HOW TO COMPLETE THIS PROXY VOTING FORM

LODGING YOUR PROXY VOTE

This Proxy Voting Form (and any Power of Attorney under which it is signed) must be received at an address given below by 11:00am (WST) on Tuesday, 25 July 2017 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting Forms received after that time will not be valid for the scheduled Meeting.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

Proxy Voting Forms can be lodged:

APPOINTMENT OF SECOND PROXY

ONLINE https://investor.automic.com.au/#/loginsah

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Login to the Automic website using the holding details as shown on the Proxy Voting Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, shareholders will need their Holder Number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on front of the Proxy Voting form.

BY MAIL Automic Registry Services PO Box 2226 Strawberry Hills NSW 2012

BY HAND Automic Registry Services Level 3, 50 Holt Street, Surry Hills NSW 2010 ALL ENQUIRIES TO Telephone: 1300 288 664 Overseas: + 61 2 9698 5414

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services on 1300 288 664 or you may copy this form.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided 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 lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it.

Companies : To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address : Please provide your email address in the space provided.

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

YOUR NAME AND ADDRESS

This is your name and address as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.

VOTING UNDER STEP 1 - APPOINTING A PROXY

If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chairman of the Meeting will be appointed as your proxy by default.

DEFAULT TO THE CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.

ATTENDING THE MEETING

Completion of a Proxy Voting Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Voting 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.

OTHER RESOLUTIONS

Should any resolution, other than those specified in this Proxy Voting Form, be proposed at the Meeting, a proxy may vote on that resolution as they think fit.

POWER OF ATTORNEY

If a representative as power of attorney of a Shareholder of the Company is to attend the Meeting, a certified copy of the Power of Attorney, or the original Power of Attorney, must be received by the Company in the same manner, and by the same time as outlined for proxy forms.

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AI assistant

Celsius Resources Limited — AGM Information 2017

10450_rns_2017-06-22_41a8546b-b564-4282-b9a8-7de99c7485a0.pdf