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Celsius Resources Limited Capital/Financing Update 2015

Mar 5, 2015

10450_rns_2015-03-05_f78d1078-77fc-4947-8bb8-26001990ad99.pdf

Capital/Financing Update

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6 March 2015

The Manager Companies Announcements Office Australian Securities Exchange

NOTICE UNDER SECTION 708A(5)(e)

This notice is given by Celsius Coal Limited (ACN 009 162 949) ( Celsius or the Company ) (ASX:CLA) pursuant to Section 708A(5)(e) of the Corporations Act 2001 (Cth) ( Corporations Act ).

The Company announced on 3[rd] March 2015 that it had completed the Conversion of Convertible Notes and interest accrued under the Convertible Notes Agreement with Blumont Group Limited, with 155,368,852 shares being allotted at the issue price of $0.025 upon conversion of the Convertible Notes and 21,782,674 shares being allotted at the issue price of $0.0275 upon conversion of the accrued interest payables under the Convertible Notes Agreement. A total of 177,151,526 shares were issued (Conversion Shares).

The Company hereby gives notice that:

  1. The Conversion Shares are part of the class of ordinary shares quoted on ASX

  2. The Company issued the Conversion Shares without a disclosure to investors under Part 6D.2 of the Corporations Act, in reliance on section 708 and that notification is being given under Section 708A(5)(e) of the Act

  3. As at the date of this notice: a) The Company has complied with he provision of Chapter 2M of the Act as they apply to the Company; b) The Company has complied with section 674 of the Act; and

  4. As at the date of this notice, there is no information:

    • a) That has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and

    • b) That the investors and their professional adviser would reasonably require, and would reasonably expect to find in a disclosure document, for the purpose of making an informed assessment of:

      • (i) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; and

      • (ii) the right and liabilities attaching to the Conversion Shares.

Yours faithfully,

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Ranko Matic Non-Executive Director Company Secretary