Celsius Resources Limited — Capital/Financing Update 2013

Dec 11, 2013

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Celsius Coal Limited

ABN

95 009 162 949

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to i. Ordinary Shares be issued ii. Options iii. Performance Rights – Class B 2 Number of[+] securities issued or i. 16,000,000 to be issued (if known) or ii. 12,500,000 maximum number which may iii. 25,000,000 be issued 3 Principal terms of the i. Fully Paid Ordinary Shares +securities (e.g. if options, ii. Options exercisable at $0.02 each exercise price and expiry date; if partly paid +securities, the and expiring 12/12/2016 iii. Refer to attached terms and amount outstanding and due conditions in Schedule 1 dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

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4 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted+securities? If the additional+securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed	i. Yes ii. Yes iii. Yes
	i. Nil ii. Nil iii. Nil
	i. Conversion of Performance Rights to Ordinary Shares upon vesting conditions being met ii. Issued to Directors in accordance with approval by shareholders at the Annual General Meeting held 13 November 2013 iii. Tranche 2 of Performance Rights issued to Alexander Molyneux as approved by shareholders at the General meeting on 23 January 2013.
	Yes
	13 November 2013

• See chapter 19 for defined terms.

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6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.	Nil
	Nil
	i. 16,000,000 (23/1/2013) ii. 12,500,000 (13/11/2013) iii. 25,000,000 (23/1/2013)
	Nil
	n/a
	n/a
	Under 7.1 – 296,646,459 Under 7.1A – 201,097,640
	i. 12 December 2013 ii. 12 December 2013 iii. 12 December 2013

• See chapter 19 for defined terms.

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8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class
	2,010,976,397	Ordinary Fully Paid Shares
	Number	+Class
	155,000,000 5,000,000 20,000,000 2,000,000 205,400,000 205,400,000 205,400,000 155,400,000 155,400,00 25,000,000	Options exercisable at 1 cent each and expiring on 31 March 2014 Class A Options exercisable at 2 cents each and expiring on 31 October 2014 Class C Options exercisable at 2 cents each and expiring 21 February 2015 Employee Options exercisable at 2 cents each and expiring 21 February 2016 Class A Performance Shares Class B Performance Shares Class C Performance Shares Class D Performance Shares Class E Performance Shares Class B Performance Rights

• See chapter 19 for defined terms.

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10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) art 2 - Pro rata issue 11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable?	25,000,000 15,000,000 15,000,000 15,000,000 5,000,000 25 12,500,000	Options exercisable at $0.025 and expiring 10/4/16 Options exercisable at $0.020 and expiring 20/5/16 Options exercisable at $0.035 and expiring 20/5/16 Options exercisable at $0.050 and expiring 20/5/16 Employee Options exercisable at 2 cents each and expiring 24 October 2016 Convertible notes with a face value of $100,000 each convertible at the 20 day VWAP Options exercisable at $0.020 and expiring12/12/16
	No dividend policy established as the Company is still in exploration phase
	Not applicable

Part 2 - Pro rata issue

• 13 Ratio in which the[+] securities will be offered

• 14 +Class of +securities to which the offer relates

• See chapter 19 for defined terms.

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15	+Record date to determine
	entitlements
16	Will holdings on different
	registers (or subregisters) be
	aggregated for calculating
	entitlements?
17	Policy for deciding entitlements
	in relation to fractions
18	Names of countries in which the
	entity has security holders who
	will not be sent new offer
	documents
	Note: Security holders must be told how their
	entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for receipt of
	acceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting fee
	or commission
22	Names of any brokers to the
	issue
23	Fee or commission payable to the
	broker to the issue
24	Amount of any handling fee
	payable to brokers who lodge
	acceptances or renunciations on
	behalf of security holders
25	If the issue is contingent on
	security holders’ approval, the
	date of the meeting
26	Date entitlement and acceptance
	form and offer documents will be
	sent to persons entitled

• See chapter 19 for defined terms.

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27	If the entity has issued options,
	and the terms entitle option
	holders to participate on
	exercise, the date on which
	notices will be sent to option
	holders
28	Date rights trading will begin (if
	applicable)
29	Date rights trading will end (if
	applicable)
30	How do security holders sell
	their entitlements_in full_through
	a broker?
31	How do security holders sell_part_
	of their entitlements through a
	broker and accept for the
	balance?
32	How do security holders dispose
	of their entitlements (except by
	sale through a broker)?

33 +Issue date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1

• (b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

• See chapter 19 for defined terms.

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Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38	Number of+securities for which
	+quotation is sought
39	+Class of+securities for which
	quotation is sought
40	Do the+securities rank equally in
	all respects from the+issue date
	with an existing+class of quoted
	+securities?
	If the additional+securities do not
	rank equally, please state:
	 the date from which they do
	 the extent to which they
	participate for the next
	dividend, (in the case of a
	trust, distribution) or interest
	payment
	 the extent to which they do
	not rank equally, other than in
	relation to the next dividend,
	distribution or interest
	payment

• See chapter 19 for defined terms.

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• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security)

Number +Class

42 Number and +class of all +securities quoted on ASX ( including the[+] securities in clause 38)

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• See chapter 19 for defined terms.

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• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

==> picture [102 x 39] intentionally omitted <==

Sign here:

............................................................ Date: 12/12/2013 (Non-Executive Director & Company secretary)

Print name: Ranko Matic

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

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

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

Part 1

Rule 7.1 – Issues exceeding 15% of capital

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

• Insert number of fully paid[+] ordinary 1,731,953,670 securities on issue 12 months before the + issue date or date of agreement to issue Add the following: 15,000,000 (issued 4/1/13) • Number of fully paid[+] ordinary securities 5,750,000 (issued 25/2/13) issued in that 12 month period under an exception in rule 7.2 227,272,727 (issued 11/3/13)

• • Number of fully paid[+] ordinary securities 5,000,000 (options exercised 6/8/13) issued in that 12 month period with shareholder approval 5,000,000 (options exercised 9/9/13)

• • Number of partly paid[+] ordinary 5,000,000 (options exercised 24/10/13) securities that became fully paid in that 12 month period 16,000,000 (Perf Rights converted 12/12/13)

• Note: • Include only ordinary securities here – other classes of equity securities cannot be added

• • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

• Subtract the number of fully paid[+] ordinary Nil securities cancelled during that 12 month period “A” 2,010,976,397

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	301,646,459
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	5,000,000 (options 24/10/2013)
“C”	5,000,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	301,646,459
Subtract“C” Note: number must be same as shown in Step 3	5,000,000
Total[“A” x 0.15] – “C”	296,646,459 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

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

“A” 2,010,976,397 Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 201,097,640

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

Insert number of[+] equity securities issued Nil or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities – not just ordinary securities

• • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• • It may be useful to set out issues of securities on different dates as separate line items

• “E” Nil

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	201,097,640
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	201,097,640 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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SCHEDULE 2 – TERMS OF THE CLASS B PERFORMANCE RIGHTS

1. The Performance Rights will be issued under the Company’s Employee Performance Rights Plan.

2. Unless the Board determines otherwise, any unvested Performance Rights will immediately lapse if the Executive is no longer employed by the Company or one of its Related Bodies Corporate.

3. The Performance Rights will be split into 3 equal tranches of 25 million rights, with 25 million Performance Rights being issued immediately following shareholder approval by the Company’s shareholders in general meeting and thereafter 25 million Performance Rights being issued on the next two anniversaries of the Executive’s employment. Upon achievement of the vesting criteria, the Performance Rights will automatically convert into fully paid ordinary shares in the Company.

4. The KPIs for the second tranche Performance Rights – Class B is below. This is year 2. In the subsequent year, the KPIs will be set by the Remuneration Committee but will be largely consistent with the KPIs below and the length of service will be 36 months for the last tranche of 25 million Performance Rights.

Number of Performance Rights	Vesting Condition	Length of Service
1,250,000	No environmental breaches	24 months
1,250,000	Safety: 'world class' lost time injury frequency rate (ie, <1.5 LTIFR per 100,000 man hours)	24 months
1,250,000	Strategy: (i) review business plans and budgets for board review and approval; (ii) implement marketing plan; (iii) review plan for transporting coal from the Kyrgyz project to end markets.	24 months
1,250,000	Complete an equity raising of at least $5 million at a price satisfactory to the Board.	24 months
1,500,000	Complete an equity raising of at least $5 million at a price equal to or greater than 150% above the last capital raising price (i.e. 3 cents).	24 months
2,750,000	Initiate relationships with key potential partners and execute at least one MOU (or equivalent) that is announced to ASX.	24 months
1,250,000	During the first three (3) months following the Commencement Date, the VWAP for the Company’s shares as traded on ASX being equal to or exceeds $0.03.	24 months
1,250,000	During the second three (3) months following the Commencement Date,	24 months

• See chapter 19 for defined terms.

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	the VWAP for the Company’s shares as traded on ASX being equal to or exceeds $0.03.
1,250,000	During the third three (3) months following the Commencement Date, the VWAP for the Company’s shares as traded on ASX being equal to or exceeds $0.03.	24 months
1,250,000	During the fourth three (3) months following the Commencement Date, the VWAP for the Company’s shares as traded on ASX being equal to or exceeds $0.03.	24 months
5,000,000	Enterprise value/resource as at 12 month anniversary exceeding the average across the“Basket”.	24 months
5,000,000	Share price performance of CLA as at the 12 month anniversary exceeding the average across the “Basket”.	24 months
25,000,000

The “Basket” of comparable companies for the purposes set out above will, in the first 12 months, be:

• Aspire Mines (ASX: AKM)

• Guildford Coal (ASX: GUF)

• Mongolia Energy (HKEX: 276)

• Kaisun Energy (HKEX: 8203)

• Modun Resources (ASX: MOU)

• Draig Resources (ASX: DRG)

• Newera Resources (ASX: NRU)

• Tigers Realm Coal (ASX:TIG)

• Prairie Downs Metals (ASX:PDZ)

The “Basket” of companies will be reviewed annually by the Remuneration Committee. In the event of a Change of Control, any unvested Performance Rights (which have not lapsed prior) shall immediately vest.

• See chapter 19 for defined terms.

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