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Celsius Resources Limited Interim / Quarterly Report 2024

Mar 14, 2024

10450_rns_2024-03-14_101b8ab7-592c-4ac9-aa71-320cc7bdcfb8.pdf

Interim / Quarterly Report

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Celsius Resources Limited

ABN 95 009 162 949

Half-Year Financial Report - 31 December 2023

Celsius Resources Limited Contents 31 December 2023

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Celsius Resources Limited
Contents
31 December 2023
Contents Page
Corporate directory 2
Directors' report 3
Auditor's independence declaration 6
Statement of profit or loss and other comprehensive income 7
Statement of financial position 8
Statement of changes in equity 9
Statement of cash flows 10
Notes to the financial statements 11
Directors' declaration 16
Independent auditor's review report to the members of Celsius Resources Limited 17

General information

The financial statements cover Celsius Resources Limited as a consolidated entity consisting of Celsius Resources Limited and the entities it controlled at the end of, or during, the half-year. The financial statements are presented in Australian dollars, which is Celsius Resources Limited's functional and presentation currency.

Celsius Resources Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:

Level 5, 191 St. Georges Terrace Perth WA 6000

A description of the nature of the consolidated entity's operations and its principal activities are included in the directors' report, which is not part of the financial statements.

The financial statements were authorised for issue, in accordance with a resolution of directors, on 15 March 2024.

1

Celsius Resources Limited Corporate directory 31 December 2023

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Celsius Resources Limited
Corporate directory
31 December 2023
Directors Mr Julito Sarmiento - Executive Chairman
Mr Peter Hume - Managing Director
Mr Simon Farrell - Non-Executive Director
Mr Michael Hulmes - Non-Executive Director
Mr Paul Dudley - Non-Executive Director
Ms Attilenore Manero - Non-Executive Sustainability Director

Company secretary
Mrs Kellie Davis

Registered office &
Level 5, 191 St Georges Terrace
Principal place of business Perth WA 6000
Ph: +61 2 8072 1400
Email: [email protected]

Share register - Australia
Automic Registry Services
Level 5, 191 St Georges Terrace
Perth WA 6000
Telephone: +61 8 9324 2099

Share register - United Kingdom
Computershare Investor Services Plc
The Pavilions, Bridgewater Road
Bristol BS99 6ZZ
United Kingdom
Telephone: +44 (0) 370 702 0000

Solicitors
Hamilton Locke
Level 48
152-158 St Georges Terrace
Perth WA 6000
Ph: +61 8 6311 9160

Auditor
RSM Australia Partners
Level 32 Exchange Tower, 2 The Esplanade
Perth WA 6000
Ph: +61 8 9261 9100
Fax: +61 8 9261 9111

Nominated Advisor - UK
Beaumont Cornish Limited
Building 3, 566 Chiswick High Road
London W4 5YA
United Kingdom

Broker - UK
WH Ireland Limited
24 Martin Lane
London EC4R 0DR
United Kingdom

Stock exchange listing
Celsius Resources Ltd shares are dual listed on the Australian Securities Exchange
(ASX code: CLA) and AIM, a market operated by the London Stock Exchange
plc (ASX code: CLA)

Website
http://www.celsiusresources.com.au/

2

Celsius Resources Limited Directors' report 31 December 2023

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The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'consolidated entity') consisting of Celsius Resources Limited (referred to hereafter as the 'company' or 'parent entity') and the entities it controlled at the end of, or during, the half-year ended 31 December 2023.

Directors

The following persons were directors of Celsius Resources Limited during the whole of the financial half-year and up to the date of this report, unless otherwise stated:

Mr Julito Sarmiento Non-Executive Chairman Mr Peter Hume Executive Director Mr Michael Hulmes Non-Executive Director Mr Simon Farrell Non-Executive Director Mr Paul Dudley Non-Executive Director Ms Attilenore Manero Non-Executive Sustainability Director

Principal activities

During the half-year, the principal activities of the consolidated entity consisted of mineral exploration activities in Namibia and the Philippines.

There were no significant changes in the nature of the activities of the consolidated entity during the half-year.

Significant changes in the state of affairs

There were no significant changes in the state of affairs of the consolidated entity during the financial half-year.

Review of operations

The loss for the consolidated entity after providing for income tax and non-controlling interest amounted to $1,663,153 (31 December 2022: $2,061,756).

Maalinao-Caigutan-Biyog Copper Gold Project, Philippines (Celsius - 40%)

Makilala Mining Company, Inc. (“MMCI”), a Philippine affiliate of Celsius in the Philippines, has progressed its permitting requirements for its flagship Maalinao-Caigutan-Biyog (“MCB”) Copper-Gold Project in the Cordillera Administrative Region.

All required technical, social, and environmental plans and programs have been approved leading to the approval of the Declaration of Mining Project Feasibility (DMPF). The DMPF was a critical step in securing a Mineral Agreement with the Philippine Government, which is anticipated Q 1, 2024.

Botilao Copper-Gold Prospect, Philippines (Celsius - 40%)

Makilala Mining Company, Inc. (“MMCI”), a Philippine subsidiary of Celsius Resources, in August of 2023 MMCI was issued an exploration permit for its Botilao Copper-Gold Prospect, adjacent to the MCB Project in the Cordillera Administrative Region.

The initial two-year exploration permit aims to define the extent and distribution of the observed mineralisation along Botilao Creek which will consist of regional to semi-detailed geochemical sampling and mapping to generate future targets for possible geophysical surveys and eventual diamond drilling activities.

The approved Exploration Work Program will be implemented alongside an Environmental Work Program and a Community Development Program (CDP).

Following the issuance of the exploration permit, table top work is being carried out to gather and consolidate available data and reports as basis for planning field activities commencing in 2024.

3

Celsius Resources Limited Directors' report 31 December 2023

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Sagay Copper-Gold Project, Philippines (Celsius - 100%)

Tambuli Mining Company, Inc. (“TMCI”), a wholly owned Philippine subsidiary of Celsius in the Philippines, exploration works have produced positive results for the Sagay Copper-Gold Project (“Sagay Project”) which is located in Negros Island.

Exploration activities focused on the shallow high-grade copper, or the Supergene (Secondary Sulfide) Enrichment Domain (900SG).

Twelve (12) shallow drill holes were completed with a total meterage of 824.70 meters Results from the shallow drilling program confirmed a significant copper mineralisation from eight out of 12 drill holes completed.

The conclusion of the drilling program along with results of the desktop studies and compilation of all exploration data were contained in a Final Exploration Report which was submitted to the Philippine National Government. This became the basis for the formulation of the Mining Project Feasibility Study which was submitted in December 2023 to the Philippine Mines and Geosciences Bureau, along with other required technical, social, and environmental plans and programs, for the application of Declaration of Mining Project Feasibility, the approval of which will trigger the application for a mineral agreement with the Philippine Government.

Opuwo Cobalt Project, Namibia (Celsius – 95%)

Celsius Resources’ Namibian subsidiary held under Opuwo Cobalt Holdings (Pty) Ltd. received a renewal of the exclusive prospecting license for the Opuwo Cobalt Project (“Opuwo”), which is located 730km north-west of the Namibian capital city, Windhoek.

The renewal of the exclusive prospecting license (EPL 4346), which covers approximately 683 km2, was issued by the Namibian Ministry of Mines and Energy on 11 October 2023 for a period of two years. The renewed license will enable Celsius to further evaluate the project’s viability and strategically unlock its potential value with a view to finding a suitable partner.

Ongoing trade-off studies on mining costs, production rates, and the possibility of processing oxide ores were undertaken to determine project viability and financial outcomes.

Cullarin West Project, Australia (Celsius – 100%)

The Company is continuing to assess the viability of the opportunity and gauge interest from other possible partners. No development activities were conducted during the half-year ended 31 December 2023.

Matters subsequent to the end of the financial half-year

The Company’s Philippine subsidiary, Makilala Mining Company, Inc. (“MMCI”) is currently in the final stages of obtaining a Mineral Production Sharing Agreement (“MPSA”) with the Philippine Government for its flagship Maalinao-Caigutan-Biyog Mining Project (“MCB Project”). The MPSA will grant MMCI exclusive rights to undertake exploration, development and commercial production of copper and associated minerals, and the issuance of the MPSA will enable MMCI to undertake the necessary work streams to proceed with the mine development of the MCB Project.

On 8 January 2024, the Company’s Philippine subsidiary, Tambuli Mining Company, Inc. (“TMCI”), submitted an application for a Declaration of Mining Project Feasibility (“DMPF”) with the Philippine Mines and Geosciences Bureau, confirming the technical and financial viability for the Sagay Copper-Gold Project (“Sagay”) in the island of Negros. On 6 February 2024, the Company updated the JORC compliant Mineral Resource Estimate (“MRE”) for Sagay. The update to the MRE at Sagay was largely based on the results from the 2023 drilling program at a shallow copper position located ~500m to the west of the main body of mineralisation discovered to date, as announced to ASX on 17 October 2023.

Payment of the required land rental fee to the Pasil Local Government Unit relative to the issuance of the exploration permit for Botilao, as well as stakeholder engagements were carried out during the first quarter of 2024 as prerequisites to the ground implementation of the exploration, environmental and community development work programs which will commence by the second quarter of 2024.

4

Celsius Resources Limited Directors' report 31 December 2023

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No other matter or circumstance has arisen since 31 December 2023 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years.

Auditor's independence declaration

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors' report.

This report is made in accordance with a resolution of directors, pursuant to section 306(3)(a) of the Corporations Act 2001.

On behalf of the directors

_________ Julito Sarmiento Executive Chairman

15 March 2024

5

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RSM Australia Partners

Level 32, Exchange Tower 2 The Esplanade Perth WA 6000 GPO Box R1253 Perth WA 6844 T +61 8 9261 9100 F +61 8 9261 9111 www.rsm.com.au

AUDITOR’S INDEPENDENCE DECLARATION

As lead auditor for the review of the financial report of Celsius Resources Limited for the half-year ended 31 December 2023, I declare that, to the best of my knowledge and belief, there have been no contraventions of:

  • (i) the auditor independence requirements of the Corporations Act 2001 in relation to the review; and

  • (ii) any applicable code of professional conduct in relation to the review.

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----- Start of picture text -----

RSM AUSTRALIA PARTNERS
----- End of picture text -----

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Perth, WA Dated: 15 March 2024

TUTU PHONG Partner

THE POWER OF BEING UNDERSTOOD

AUDIT | TAX | CONSULTING

RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.

RSM Australia Partners ABN 36 965 185 036

Liability limited by a scheme approved under Professional Standards Legislation

6

Celsius Resources Limited Statement of profit or loss and other comprehensive income For the half-year ended 31 December 2023

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Celsius Resources Limited
Statement of profit or loss and other comprehensive income
For the half-year ended 31 December 2023
Note
Revenue
Other income
Expenses
Directors' fees
Travel and accommodation
Depreciation and amortisation expense
Impairment expense
Legal and other professional fees
Share based payments
Exploration expenditure
Other expenses
Finance costs
Foreign exchange loss
Loss before income tax expense
Income tax expense
Loss after income tax expense for the half-year
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
Other comprehensive income for the half-year, net of tax
Total comprehensive income for the half-year
Loss for the half-year is attributable to:
Non-controlling interest
Owners of Celsius Resources Limited
Total comprehensive income for the half-year is attributable to:
Non-controlling interest
Owners of Celsius Resources Limited
Basic earnings per share
12
Diluted earnings per share
12
Consolidated
31 Dec 2023
31 Dec 2022
$
$
145
27,430
(139,660)
(109,894)
(66,906)
(60,404)
(32,325)
(10,264)
-
(398,689)
(427,640)
(736,498)
-
(21,472)
(582,353)
(393,386)
(399,143)
(361,790)
-
(273)
(18,181)
-
(1,666,063)
(2,065,240)
-
-
(1,666,063)
(2,065,240)
(486,458)
(182,567)
(486,458)
(182,567)
(2,152,521)
(2,247,807)
(2,910)
(3,484)
(1,663,153)
(2,061,756)
(1,666,063)
(2,065,240)
(5,241)
3,684
(2,147,280)
(2,251,491)
(2,152,521)
(2,247,807)
(1,666,063)
-
(2,065,240)
-
(1,666,063)
(486,458)
(2,065,240)
(182,567)
(486,458) (182,567)
(2,152,521) (2,247,807)
(2,910)
(1,663,153)
(3,484)
(2,061,756)
(1,666,063) (2,065,240)
(5,241)
(2,147,280)
3,684
(2,251,491)
(2,152,521) (2,247,807)
Cents
(0.07)
(0.07)
Cents
(0.14)
(0.14)

The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes

7

Celsius Resources Limited Statement of financial position As at 31 December 2023

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Note
Assets
Current assets
Cash and cash equivalents
4
Other current assets
Total current assets
Non-current assets
Property, plant and equipment
Deferred exploration expenditure
5
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
6
Total current liabilities
Total liabilities
Net assets
Equity
Issued capital
7
Reserves
8
Accumulated losses
Equity attributable to the owners of Celsius Resources Limited
Non-controlling interest
9
Total equity
Consolidated
31 Dec 2023
30 Jun 2023
$
$
2,046,731
5,029,176
296,142
168,170
2,342,873
5,197,346
245,964
272,590
31,431,013
30,258,704
31,676,977
30,531,294
34,019,850
35,728,640
589,539
565,808
589,539
565,808
589,539
565,808
33,430,311
35,162,832
81,109,712
78,839,712
(1,429,508)
904,619
(46,229,050)
(44,565,897)
33,451,154
35,178,434
(20,843)
(15,602)
33,430,311
35,162,832
Consolidated
31 Dec 2023
30 Jun 2023
$
$
2,046,731
5,029,176
296,142
168,170
2,342,873
5,197,346
245,964
272,590
31,431,013
30,258,704
31,676,977
30,531,294
34,019,850
35,728,640
589,539
565,808
589,539
565,808
589,539
565,808
33,430,311
35,162,832
81,109,712
78,839,712
(1,429,508)
904,619
(46,229,050)
(44,565,897)
33,451,154
35,178,434
(20,843)
(15,602)
33,430,311
35,162,832
2,342,873 5,197,346
245,964
31,431,013
272,590
30,258,704
31,676,977 30,531,294
34,019,850 35,728,640
589,539 565,808
589,539 565,808
589,539 565,808
33,430,311 35,162,832
81,109,712
(1,429,508)
(46,229,050)
78,839,712
904,619
(44,565,897)
33,451,154
(20,843)
35,178,434
(15,602)
33,430,311 35,162,832

The above statement of financial position should be read in conjunction with the accompanying notes

8

Celsius Resources Limited Statement of changes in equity For the half-year ended 31 December 2023

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Consolidated
Balance at 1 July 2022
Loss after income tax expense
for the half-year
Other comprehensive income for
the half-year, net of tax
Total comprehensive income
for the half-year
Transactions with owners in
their capacity as owners:
Contributions of equity, net of
transaction costs
Share-based payments
Balance at 31 December 2022

Consolidated
Balance at 1 July 2023
Loss after income tax expense
for the half-year
Other comprehensive income for
the half-year, net of tax
Total comprehensive income
for the half-year
Transactions with owners in
their capacity as owners:
Contributions of equity, net of
transaction costs (note 7)
Balance at 31 December 2023
Issued
capital
$
64,808,602
-

-
Accumulated

losses
$
(38,837,014)
(2,061,756)
-

Share based
payments

reserve

$

2,418,105

-
-


Foreign
currency
translation

reserve

$
(1,214,895)
-
(189,738)

Non-
controlling
interest
$
24,862
(3,484)
7,171
Total equity
$
27,199,660
(2,065,240)
(182,567)
-
4,642,405
-
(2,061,756)
-
-
-
123,589
21,472
(189,738)
-
-
3,687
-
-
(2,247,807)
4,765,994
21,472
69,451,007 (40,898,770) 2,563,166 (1,404,633) 28,549 29,739,319
Issued
capital
$
78,839,712
-

-
Accumulated

losses
$
(44,565,897)
(1,663,153)
-

Share based
payments

reserve

$

2,877,035

-
-


Foreign
currency
translation

reserve

$
(1,972,416)
-
(484,127)

Non-
controlling
interest
$
(15,602)
(2,910)
(2,331)
Total equity
$
35,162,832
(1,666,063)
(486,458)
-
2,270,000
(1,663,153)
-
-
(1,850,000)
(484,127)

-
(5,241)
-
(2,152,521)
420,000
81,109,712 (46,229,050) 1,027,035 (2,456,543) (20,843) 33,430,311

The above statement of changes in equity should be read in conjunction with the accompanying notes

9

Celsius Resources Limited Statement of cash flows For the half-year ended 31 December 2023

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Celsius Resources Limited
Statement of cash flows
For the half-year ended 31 December 2023
Note
Cash flows from operating activities
Payments to suppliers and employees (inclusive of GST)
Interest received
Net cash used in operating activities
Cash flows from investing activities
Payments for property, plant and equipment
Payments for exploration and evaluation
5
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
7
Share issue transaction costs
Net cash from financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial half-year
Effects of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at the end of the financial half-year
Consolidated
31 Dec 2023
31 Dec 2022
$
$
(1,700,293)
(2,201,262)
145
2,430
(1,700,148)
(2,198,832)
(5,698)
(60,351)
(1,443,769)
(1,593,992)
(1,449,467)
(1,654,343)
420,000
4,858,295
-
(300,651)
420,000
4,557,644
(2,729,615)
704,469
5,029,176
1,289,845
(252,830)
42,717
2,046,731
2,037,031
(1,700,148) (2,198,832)
(5,698)
(1,443,769)
(60,351)
(1,593,992)
(1,449,467) (1,654,343)
420,000
-

4,858,295
(300,651)
420,000 4,557,644
(2,729,615)
5,029,176
(252,830)
704,469

1,289,845
42,717
2,046,731 2,037,031

The above statement of cash flows should be read in conjunction with the accompanying notes

10

Celsius Resources Limited Notes to the financial statements 31 December 2023

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Note 1. Material Accounting Policies

The half-year financial report is a general purpose financial report prepared in accordance with the Corporations Act 2001 and AASB 134 ‘Interim Financial Reporting’. Compliance with AASB 134 ensures compliance with International Accounting Standard 34 ‘Interim Financial Reporting’.

The half-year financial report does not include full disclosures of the type normally included in an annual financial report. It is recommended that this half-year financial report be read in conjunction with the annual financial report for the year ended 30 June 2023 and any public announcements made by Celsius Resources Limited during the half-year in accordance with continuous disclosure requirements arising under the Corporations Act 2001.

The accounting policies and methods of computation adopted in the preparation of the half-year financial report are consistent with those adopted in the annual financial report for the year ended 30 June 2023.

Going Concern

The financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and discharge of liabilities in the normal course of business.

As disclosed in the financial statements, the consolidated entity incurred a loss after tax of $1,666,063 and had operating and investing cash outflows of $3,149,615 for the half-year ended 31 December 2023. The consolidated entity held cash and cash equivalents as at 31 December 2023 of $2,046,731.

The Directors believe that there are reasonable grounds that the consolidated entity will be able to continue as a going concern as the company will be able to either secure additional funding as required through raising additional capital or reducing the consolidated entity’s discretionary spending. Accordingly, the Directors consider it appropriate to prepare the financial statements on a going concern basis.

Should the company be unsuccessful in raising additional funds through the issue of additional capital, there is a material uncertainty which may cast significant doubt whether the consolidated entity will be able to continue as a going concern and therefore, whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial statements. The financial statements do not include any adjustments relative to the recoverability and classification of recorded asset amounts or, to the amounts and classification of liabilities that might be necessary should the consolidated entity not continue as a going concern.

Note 2. New and Revised Accounting Standards and Interpretations

The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board that are mandatory for the current reporting period. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

11

Celsius Resources Limited Notes to the financial statements 31 December 2023

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Note 3. Segment information

The consolidated entity operates within three geographical segments within mineral exploration and extraction being Australia, Namibia and Philippines. The segment information provided to the chief operating decision maker is as follows:

Six months ended 31 December 2023
Segment income
Total income
Six months ended 31 December 2023
Segment results before income tax
Loss before income tax
Six months ended 31 December 2023
Segment assets
Segment liabilities
Net assets
Six months ended 31 December 2022
Segment income
Total income
Six months ended 31 December 2022
Segment results before income tax
Loss before income tax
Exploration
activities
Australia
$
-

Exploration
activities
Namibia
$
-

Exploration
activities
Philippines
$
145

Consolidated
$
145
- - 145 145
Exploration
activities
Australia
$
(650,500)

Exploration
activities
Namibia
$

(28,062)

Exploration
activities
Philippines
$
(987,501)

Consolidated
$
(1,666,063)
(650,500) (28,062) (987,501) (1,666,063)
Exploration
activities
Australia
$
1,916,078
(188,933)

Exploration
activities
Namibia
$
14,953,743

(43,111)

Exploration
activities
Philippines
$
17,150,029
(357,495)

Consolidated
$
34,019,850
(589,539)
10,388,690 14,464,045 8,577,576 33,430,311
Exploration
activities
Australia
$
22,096

Exploration
activities
Namibia
$
215

Exploration
activities
Philippines
$
119

Consolidated
$
22,430
22,096 215 119 22,430
Exploration
activities
Australia
$
(1,190,748)

Exploration
activities
Namibia
$

(81,002)

Exploration
activities
Philippines
$
(793,490)

Consolidated
$
(2,065,240)
(1,190,748) (81,002) (793,490) (2,065,240)

12

Celsius Resources Limited Notes to the financial statements 31 December 2023

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Note 4. Cash and cash equivalents

Cash at bank and on hand
Total cash at bank and on hand
Consolidated
31 Dec 2023
30 Jun 2023
$
$
2,046,731
5,029,176
2,046,731
5,029,176
Consolidated
31 Dec 2023
30 Jun 2023
$
$
2,046,731
5,029,176
2,046,731
5,029,176
2,046,731 5,029,176

Note 5. Deferred exploration expenditure

Expenditure brought forward at the beginning of the period
Expenditure incurred
Expenditure impaired
Foreign exchange movements
Expenditure at the end of the period
Consolidated
31 Dec 2023
30 Jun 2023
$
$
30,258,704
28,242,540
1,405,537
3,423,099
-
(549,853)
(233,228)
(857,082)
31,431,013
30,258,704
Consolidated
31 Dec 2023
30 Jun 2023
$
$
30,258,704
28,242,540
1,405,537
3,423,099
-
(549,853)
(233,228)
(857,082)
31,431,013
30,258,704
31,431,013 30,258,704

Expenditure at the end of the period

In accordance with AASB 6 Exploration for and Evaluation of Mineral Resources an indication of impairment may exist if the right to explore in the specific area has expired during the year and is not expected to be renewed. Impairments of tenements were recognised for the regions in Namibia, Philippines and Australia to the value of $549,853 for the period ended 30 June 2023 but no indicators of impairment exist as at 31 December 2023.

Note 6. Trade and other payables

Trade payables
Accrued expenses
Other payables
Total trade and other payables
Note 7. Issued capital
Consolidated
31 Dec 2023
30 Jun 2023
$
$
444,498
439,849
81,235
60,759
63,806
65,200
589,539
565,808
Consolidated
31 Dec 2023
30 Jun 2023
$
$
444,498
439,849
81,235
60,759
63,806
65,200
589,539
565,808
Consolidated
31 Dec 2023
30 Jun 2023
$
$
444,498
439,849
81,235
60,759
63,806
65,200
589,539
565,808
589,539 565,808
Ordinary shares
Ordinary shares - fully paid
Cost of capital
Contributed equity as at 31 December 2023
31 Dec 2023
Shares
2,246,051,662
-
Consolidated

30 Jun 2023
31 Dec 2023

Shares
$
2,211,051,662
86,789,406
-
(5,679,694)
30 Jun 2023
$
84,519,406
(5,679,694)
2,246,051,662 2,211,051,662 81,109,712 78,839,712

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Celsius Resources Limited Notes to the financial statements 31 December 2023

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Note 7. Issued capital (continued)

Movements in ordinary share capital

Details
Date
Balance as at 1 July 2023
1 July 2023
Unlisted options exercised
12 July 2023
Unlisted options exercised
25 July 2023
Unlisted options exercised
31 July 2023
Unlisted options exercised
7 August 2023
Transfer from share-based payment reserve on
exercise of options
Balance as at 31 December 2023

Shares
Issue price
2,211,051,662
2,500,000
$0.012
17,068,208
$0.012
10,000,000
$0.012
5,431,792
$0.012
-
2,246,051,662
$
78,839,711
30,000
204,819
120,000
65,182
1,850,000
81,109,712
  • On 12 July 2023 options were exercised of 2,500,000 ordinary shares at $0.012 per share.

  • On 25 July 2023 options were exercised of 17,068,208 ordinary shares at $0.012 per share.

  • On 31 July 2023 options were exercised of 10,000,000 ordinary shares at $0.012 per share.

  • On 7 August 2023 options were exercised of 5,431,792 ordinary shares at $0.012 per share.

Note 8. Reserves

Foreign currency reserve
Share-based payments reserve
Total reserves
Consolidated
31 Dec 2023
30 Jun 2023
$
$
(2,456,543)
(1,972,416)
1,027,035
2,877,035
Consolidated
31 Dec 2023
30 Jun 2023
$
$
(2,456,543)
(1,972,416)
1,027,035
2,877,035
(1,429,508) 904,619

Movements in reserves

Movements in each class of reserve during the current financial half-year are set out below:

Share based payment reserve
Balance at the beginning of the period
Issue of options
Issue of warrants
Conversion of unlisted options exercised
Performance rights vested
Conversion of performance rights to issued capital
Balance at the end of the period
31 Dec 2023
$
2,877,035
-
-
(1,850,000)
-
-
30 June 2023
$
2,418,105
123,589
420,689
-
39,452
(124,800)
1,027,035 2,877,035
Balance at the end of the period
1,027,035
2,877,035
Balance at the end of the period
1,027,035
2,877,035
Balance at the end of the period
1,027,035
2,877,035
During the period, the consolidated entity did not grant any share based payments or issue any share based payments. No
share based payments lapsed during the period. 35,000,000 options were exercised during the period.
Foreign currency translation reserve
Balance at the beginning of the period
Translation of foreign entities
Balance at the end of the period
Consolidated
31 Dec 2023
30 Jun 2023
$
$
(1,972,416)
(1,214,896)
(484,127)
(757,520)
(2,456,543)
(1,972,416)
(2,456,543) (1,972,416)

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Celsius Resources Limited Notes to the financial statements 31 December 2023

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Note 8. Reserves (continued)

The reserve is used to recognise exchange differences arising from the translation of financial statements of foreign operations to Australian dollars.

Note 9. Dividends

No dividends have been paid or provided for during the half-year (31 December 2022: nil).

Note 10. Contingent liabilities

The consolidated entity had no contingent liabilities as at 31 December 2023 and 30 June 2023.

Note 11. Earnings per share

Loss after income tax
Non-controlling interest
Loss after income tax attributable to the owners of Celsius Resources Limited
Weighted average number of ordinary shares used in calculating basic earnings per share
Weighted average number of ordinary shares used in calculating diluted earnings per share
Basic earnings per share
Diluted earnings per share
Consolidated
31 Dec 2023
31 Dec 2022
$
$
(1,666,063)
(2,065,240)
2,910
3,484
(1,663,153)
(2,061,756)
Consolidated
31 Dec 2023
31 Dec 2022
$
$
(1,666,063)
(2,065,240)
2,910
3,484
(1,663,153)
(2,061,756)
(1,663,153) (2,061,756)
Number
2,240,953,220
Number
1,447,399,224
2,240,953,220 1,447,399,224
Cents
(0.07)
(0.07)
Cents
(0.14)
(0.14)

Note 12. Events after the reporting period

The Company’s Philippine subsidiary, Makilala Mining Company, Inc. (“MMCI”) is currently in the final stages of obtaining a Mineral Production Sharing Agreement (“MPSA”) with the Philippine Government for its flagship Maalinao-Caigutan-Biyog Mining Project (“MCB Project”). The MPSA will grant MMCI exclusive rights to undertake exploration, development and commercial production of copper and associated minerals, and the issuance of the MPSA will enable MMCI to undertake the necessary work streams to proceed with the mine development of the MCB Project.

On 8 January 2024, the Company’s Philippine subsidiary, Tambuli Mining Company, Inc. (“TMCI”), submitted an application for a Declaration of Mining Project Feasibility (“DMPF”) with the Philippine Mines and Geosciences Bureau, confirming the technical and financial viability for the Sagay Copper-Gold Project (“Sagay”) in the island of Negros. On 6 February 2024, the Company updated the JORC compliant Mineral Resource Estimate (“MRE”) for Sagay. The update to the MRE at Sagay was largely based on the results from the 2023 drilling program at a shallow copper position located ~500m to the west of the main body of mineralisation discovered to date, as announced to ASX on 17 October 2023.

Payment of the required land rental fee to the Pasil Local Government Unit relative to the issuance of the exploration permit for Botilao, as well as stakeholder engagements were carried out during the first quarter of 2024 as prerequisites to the ground implementation of the exploration, environmental and community development work programs which will commence by the second quarter of 2024.

No other matter or circumstance has arisen since 31 December 2023 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years.

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Celsius Resources Limited Directors' declaration 31 December 2023

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In the directors' opinion:

  • the attached financial statements and notes comply with the Corporations Act 2001, Australian Accounting Standard AASB 134 'Interim Financial Reporting', the Corporations Regulations 2001 and other mandatory professional reporting requirements;

  • the attached financial statements and notes give a true and fair view of the consolidated entity's financial position as at 31 December 2023 and of its performance for the financial half-year ended on that date; and

  • there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

Signed in accordance with a resolution of directors made pursuant to section 303(5)(a) of the Corporations Act 2001.

On behalf of the directors

_________ Julito Sarmiento Executive Chairman

15 March 2024

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RSM Australia Partners

Level 32, Exchange Tower 2 The Esplanade Perth WA 6000 GPO Box R1253 Perth WA 6844 T +61 8 9261 9100 F +61 8 9261 9111

www.rsm.com.au

INDEPENDENT AUDITOR’S REVIEW REPORT TO THE MEMBERS OF CELSIUS RESOURCES LIMITED

Report on the Half-Year Financial Report

Conclusion

We have reviewed the accompanying half-year financial report of Celsius Resources Limited (the Company) which comprises the consolidated statement of financial position as at 31 December 2023, consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the Company and the entities it controlled at the half-year end or from time to time during the half-year.

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Celsius Resources Limited is not in accordance with the Corporations Act 2001 including:

  • (a) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2023 and of its performance for the half-year ended on that date; and

  • (b) complying with Accounting Standard AASB 134 Interim Financial Reporting and Corporations Regulations 2001 .

Basis for Conclusion

We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity. Our responsibilities are further described in the Auditor’s Responsibilities for the Review of the Financial Report section of our report. We are independent of the Company in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the annual financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of Celsius Resources Limited, would be in the same terms if given to the directors as at the time of this auditor’s review report.

THE POWER OF BEING UNDERSTOOD

AUDIT | TAX | CONSULTING

RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction. RSM Australia Partners ABN 36 965 185 036

Liability limited by a scheme approved under Professional Standards Legislation

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Material Uncertainty Related to Going Concern

We draw attention to Note 1 of the half-year financial report, which indicates that the consolidated entity incurred a net loss of $1,666,063 and had net cash outflows from operating and investing activities of $3,149,615 for the half-year ended 31 December 2023. These events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the consolidated entity’s ability to continue as a going concern. Our conclusion is not modified in respect of this matter.

Directors’ Responsibility for the Half-Year Financial Report

The directors of Celsius Resources Limited are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility for the Review of the Financial Report

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity’s financial position as at 31 December 2023 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

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RSM AUSTRALIA PARTNERS

==> picture [114 x 52] intentionally omitted <==

Perth, WA Dated: 15 March 2024

TUTU PHONG Partner

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