Celsius Resources Limited — Capital/Financing Update 2024

Sep 18, 2024

==> picture [593 x 148] intentionally omitted <==

ASX/AIM RELEASE

19 SEPTEMBER 2024

Silvercorp Subscription Agreement

Celsius Resources Limited (“ CLA ”, “ Celsius ” or the “ Company ”) (ASX, AIM:CLA) is pleased to advise that substantial shareholder, Silvercorp Metals Inc., (“ SVM ” or “ Silvercorp ”) (TSX: SVM, NYSE: SVM) has exercised its participation right in relation to the equity particpation and committed equity faciltiy agreements announced on 16 September 2024.

As announced on 15 May 2023[1] , the Company agreed to give Silvercorp a reasonable opportunity to participate in future equity offers on equivalent terms to other subscribers for a period of two years and provided Silvercorp’s relevant interest in Celsius does not fall below 10%.[2] To give effect to Silvercorp’s election to participate in the Agreements, the Company and Silvercorp have executed a binding subscription agreement to raise a further A$183,667 (before costs) (“ Subscription Agreement ”).

Pursuant to the Subscription Agreement, Silvercorp has agreed to subscribe for 14,693,419 new Celsius shares at a subscription price of A$0.0125 (“ Subscription Shares ”) (being the same price at which shares will be issued to Patras under the Share Placement Agreement), and 918,339 new Celsius shares at a deemed issue price of A$0.01 per Implementation Fee Share (“ Implementation Fee Shares ”) (being the same deemed price at which shares will be issued to Patras under the Committed Equity Facility Agreement), together with 3,673,355 Options exercisable at A$0.025 each and expiring 3 years from the date of issue (“ Subscription Options ”).

The Subscription Shares, Implementation Fee Shares and Subscription Options will be issued under the Company’s existing placement capacity under ASX Listing Rules 7.1.

Settlement is expected to occur on or around 30 September 2024. Application will also be made for the Subscription Shares and the Implementation Fee Shares, which rank pari passu with all existing ordinary shares in the Company, to be admitted to trading on AIM, with the date of admission expected to be on or around 30 September 2024.

Proceeds from the Silvercorp subscription will be applied towards advancing the Company’s project portfolio, including the funding of future development expenditure on its Sagay and

1 For further information refer to the Company’s ASX Announcement of 15 May 2023 titled ‘Celsius Resources signs Non-Binding Term Sheet with Silvercorp Metals Inc. for proposed acquisition of Celsius Resources and firm subscription by Silvercorp Metals to raise A$5 million’.

2 Subject at all times to the ASX Listing Rules and any policy or guidance published or notified by ASX from time to time. Level 5, 191 St. Georges Terrace, Perth WA 6000 PO Box 7059, Cloisters Square PO, Perth WA 6850 P : +61 2 8072 1400 E : info@celsiusresources.com.au W : celsiusresources.com

==> picture [596 x 18] intentionally omitted <==

==> picture [594 x 21] intentionally omitted <==

==> picture [105 x 41] intentionally omitted <==

Botilao projects, along with other exploration targets in the Philippines, and to support corporate functions.

This announcement has been authorised by the Board of Directors of Celsius Resources Limited.

Celsius Resources Contact Information

Level 5, 191 St. Georges Terrace Perth WA 6000

PO Box 7059 Cloisters Square PO Perth WA 6850

P: +61 2 8072 1400 E: info@celsiusresources.com.au W: www.celsiusresources.com

Celsius Resources Limited

Mark van Kerkwijk

P: +61 8 9324 4516 E: info@celsiusresources.com.au W: www.celsiusresources.com

Multiplier Media

(Australia Media Contact) Jon Cuthbert

M: +61 402 075 707 E: jon.cuthbert@multiplier.com.au

Beaumont Cornish Limited

(Nominated Adviser) P: +44 (0) 207 628 3396 Roland Cornish/Felicity Geidt/Andrew Price E: corpfin@b-cornish.co.uk

Zeus Capital

(Broker) P:+44 (0) 20 7220 1666 Harry Ansell/James Joyce/Isaac Hooper

Beaumont Cornish Limited (“Beaumont Cornish”) is the Company’s Nominated Adviser and is authorised and regulated by the FCA. Beaumont Cornish’s responsibilities as the Company’s Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this announcement or any matter referred to in it.

==> picture [595 x 18] intentionally omitted <==

PAGE 2

ASX/AIM RELEASE |