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Celsius Resources Limited — Capital/Financing Update 2025
May 13, 2025
10450_rns_2025-05-13_8898eba5-0654-49f2-964f-40298a9c0d93.pdf
Capital/Financing Update
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Appendix 3B - Proposed issue of securities
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Update Summary
Entity name
CELSIUS RESOURCES LIMITED.
Announcement Type
Update to previous announcement
Date of this announcement
14/5/2025
Reason for update to a previous announcement
Additional options proposed to be issued to Silvercorp Metals, Inc. and Directors Mark Van Kerkwijk and Paul Dudley, as announced on 9 May 2025, and to update expiry of options to 16 May 2028.
Refer to next page for full details of the announcement
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
Part 1 - Entity and announcement details
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1.1 Name of +Entity
CELSIUS RESOURCES LIMITED.
We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.
If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).
1.2 Registered Number Type
Registration Number
ACN 009162949
1.3 ASX issuer code
CLA
1.4 The announcement is
Update/amendment to previous announcement
1.4a Reason for update to a previous announcement
Additional options proposed to be issued to Silvercorp Metals, Inc. and Directors Mark Van Kerkwijk and Paul Dudley, as announced on 9 May 2025, and to update expiry of options to 16 May 2028.
1.4b Date of previous announcement to this update
9/5/2025
1.5 Date of this announcement
14/5/2025
1.6 The Proposed issue is:
A placement or other type of issue
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
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Part 7 - Details of proposed placement or other issue
Part 7A - Conditions
7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes 7A.1a Conditions
Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 30/6/2025 Estimated
Comments
Part 7B - Issue details
Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class
Details of +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)
Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? Yes No ASX +security code +Security description New class-code to be confirmed Options exercisable at $0.01 each and expiring 3 years from issue date
+Security type
Options
Number of +securities proposed to be issued
122,075,070
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
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Reason for the update of 'Number of +securities proposed to be issued'
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration? No
Please describe the consideration being provided for the +securities
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----- Start of picture text ----- The Company is issuing the Additional Options as a good faith measure for investors' continued support of the Company'sbusiness and ongoing operations.Please provide an estimate of the AUD equivalent of the consideration beingprovided for the +securitiesWill all the +securities issued in this class rank equally in all respects fromtheir issue date?YesOptions details+Security currency Exercise price Expiry dateAUD - Australian Dollar AUD 0.0100 30/6/2028Details of the type of +security that will be issued if the option is exercisedCLA : ORDINARY FULLY PAIDNumber of securities that will be issued if the option is exercisedOne fully paid ordinary share (ASX:CLA)Please provide a URL link for a document lodged with ASX setting out the material terms of the +securitiesproposed to be issued or provide the information by separate announcement.Refer to ASX announcement dated 9 May 2025----- End of picture text -----
Part 7C - Timetable 7C.1 Proposed +issue date 30/6/2025
Part 7D - Listing Rule requirements
7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Yes
7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1 30/6/2025
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
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7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes
7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No
7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No
Part 7E - Fees and expenses
7E.1 Will there be a lead manager or broker to the proposed issue? Yes
7E.1a Who is the lead manager/broker?
Pac Partners Securities Pty Ltd.
7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
A capital raising fee of 6% of the proceeds of the Placement and one (1) Placement Option for every six (6) new shares subscribed for under the Placement, as approved by shareholders at the General Meeting held on 28 April 2025.
7E.2 Is the proposed issue to be underwritten? No
7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue None.
Part 7F - Further Information
7F.01 The purpose(s) for which the entity is issuing the securities
As a good faith measure for investors' continued support of the Company's business and ongoing operations.
7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No
7F.2 Any other information the entity wishes to provide about the proposed issue
Refer to ASX announcement dated 9 May 2025 for further information.
7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a +disclosure document or +PDS for the +securities proposed to be issued
Appendix 3B - Proposed issue of securities
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