Celsius Resources Limited — Capital/Financing Update 2018

Jun 14, 2018

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 Resources 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 Ordinary be issued 2 Number of[+] securities issued or 690,200 to be issued (if known) or maximum number which may be issued Principal terms of the Fully paid ordinary shares +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

Appendix 3B New issue announcement

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 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	Yes
	$0.01per share
	Exercise of listed options
	Yes
	24 November 2017
	Nil
	Nil

• See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

Appendix 3B New issue announcement

6e Number of[+] securities issued Nil with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of[+] securities issued 690,200 under an exception in rule 7.2 6g If[+] securities issued under rule N/A 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 N/A 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 Under 7.1 – 97,583,863 issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Under 7.1A – 17,739,188 Announcements 7 +Issue dates 14 June 2018 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. Number +Class 8 Number and +class of all 690,667,475 Ordinary Fully Paid +securities quoted on ASX Shares ( including the +securities in section 2 if applicable) 21,875,000 Fully Paid Ordinary Shares (in escrow to 13 September 2018) 44,773,407 Options exercise price $0.01, expiring 30 December 2018

• See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013

Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class
	3,000,000 2,000,000 2,000,000 2,000,000 16,000,000 1,000,000 1,500,000 6,000,000 2,000,000 2,000,000 2,000,000	Unlisted options exercisable at $0.05 expiring 18 May 2020 Unlisted options exercisable at $0.075 expiring 19 May 2020 Unlisted options exercisable at $0.10 expiring 19 May 2020 Unlisted options exercisable at $0.125 expiring 19 May 2020 Unlisted options exercisable at $0.05 expiring 18 August 2020 Unlisted options exercisable at $0.175 expiring 5 January 2021 Unlisted options exercisable at $0.225 expiring 5 January 2021 Unlisted options exercisable at $0.075 expiring 12 January 2021 Unlisted options exercisable at $0.175 expiring 8 December 2020 Unlisted options exercisable at $0.205 expiring 8 December 2020 Unlisted options exercisable at $0.225 expiring 8 December 2020

• See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

Appendix 3B New issue announcement

Number	+Class
2,000,000 1,000,000 1,000,000 6,000,000	Unlisted options exercisable at $0.175 expiring 6 February 2020 Unlisted options exercisable at $0.13 expiring 16 April 2020 Unlisted options exercisable at $0.16 expiring 16 April 2020 Unlisted options exercisable at $0.175 expiring 16 April 2021

10 Dividend policy (in the case of a No dividend policy established as the trust, distribution policy) on the Company is still in exploration phase increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval Not applicable required? 12 Is the issue renounceable or nonrenounceable? 13 Ratio in which the[+] securities will be offered 14 +Class of +securities to which the offer relates 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

• See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013

Appendix 3B New issue announcement

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
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)

• See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

Appendix 3B New issue announcement

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

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

• See chapter 19 for defined terms.

Appendix 3B Page 7

04/03/2013

Appendix 3B New issue announcement

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

• 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.

• See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

Appendix 3B New issue announcement

• 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.

• 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 [86 x 39] intentionally omitted <==

Sign here: ............................................................ Date: 14/06/2018 (Company secretary)

Print name: Melanie Ross

• See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013

Appendix 3B New issue announcement

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

Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid+ordinary securities on issue 12 months before the +issue date or date of agreement to issue	456,616,544
Addthe following: • Number of fully paid+ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid+ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid+ordinary securities that became fully paid in that 12 month period 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	750,000 (options exercised 20/6/17) 1,950,000 (options exercised 23/6/17) 300,000 (options exercised 25/8/17) 430,000 (options exercised 29//8/17) 500,000 (options exercised 13/9/17) 43,750,000 (shares issued 13/9/17) 1,000,000 (options exercised 20/10/17) 1,500,000 (options exercised 1/11/17) 1,496,913 (options exercised 6/11/17) 325,592 (options exercised 17/11/17) 1,216,667 (options exercised 28/11/17) 2,000,000 (unlisted options approved 27/7/17, issued 5/12/17) 1,490,764 (options exercised 8/12/17) 1,964,000 (options exercised 15/12/17) 1,400,000 (options exercised 21/12/17) 820,000 (options exercised 5/1/18) 2,624,250 (options exercised 12/1/18) 48,600 (options exercised 29/1/18)

• See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013

Appendix 3B New issue announcement

	210,277 (options exercised 6/2/18) 56,000 (options exercised 21/2/18) 71,636,636 (Shares issued 3/11/17, approved 20/3/18) 300,000 (options exercised 21/3/18) 5,861,353 (options exercised 29/3/18) 688,008 (options exercised 16/4/18) 3,000,000 (unlisted options exercised 16/4/18) 8,834,208 (options exercised 17/4/18) 710,357 (options exercised 20/4/18) 3,106,425 (options exercised 27/4/18) 10,282,222 (options exercised 2/5/2018) 414,925 (options exercised 4/5/2018) 2,000,000 (unlisted options exercised 4/5/2018) 2,000,000 (unlisted options exercised 15/5/2018) 1,156,500 (options exercised 15/5/2018) 8,000,000 (unlisted options exercised 22/5/2018) 393,598 (options exercised 22/5/2018) 8,000,000 (unlisted options exercised 31/5/2018) 152,098 (options exercised 31/5/2018) 16,216,284 (SPP 1/6/2018) 690,200 (options exercised 14/6/18)
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	Nil
“A”	663,892,421

Step 2: Calculate 15% of “A”

• See chapter 19 for defined terms.

Appendix 3B Page 11

04/03/2013

Appendix 3B New issue announcement

“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	99,583,863
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	2,000,000 unlisted options issued 16/4/18
“C”	2,000,000
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	99,583,863
Subtract“C” Note: number must be same as shown in Step 3	2,000,000
Total[“A” x 0.15] – “C”	97,583,863 [Note: this is the remaining placement capacity under rule 7.1]

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

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

• See chapter 19 for defined terms.

Appendix 3B Page 12

04/03/2013

Appendix 3B New issue announcement

capacity is calculated	capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	663,892,421
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	66,389,242
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of+equity securities issued 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	48,650,054 Placement 11/5/2018
“E”	48,650,054

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	66,389,242
Subtract“E” Note: number must be same as shown in Step 3	48,650,054
Total[“A” x 0.10] – “E”	17,739,188 Note: this is the remaining placement

• See chapter 19 for defined terms.

Appendix 3B Page 13

04/03/2013

Appendix 3B New issue announcement

capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 14

04/03/2013