Celsius Resources Limited — Major Shareholding Notification 2017

Sep 17, 2017

603 page1/2 15July2001

Form603

CorporationsAct2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme	CELSIUS RESOURCES LTD
ACN/ARSN	009 162 949
1. Details of substantial holder (1)Name	GECKO NAMIBIA (PTY) LTD
ACN/ARSN(if applicable)
The holderbecameasubstantial holderon	13/9/2017

2. Details of votingpower

The total numberofvotes attachedto all the voting shares inthe companyorvoting interests inthe schemethat the substantial holderoran associate(2) had a relevant interest(3)in on the datethe substantialholderbecame a substantialholderare as follows:

Classofsecurities(4)	Numberofsecurities	Person'svotes(5)	Voting power(6)
Fully paid ordinary shares (FPOS)	43,750,000	43,750,000	8.68%

3. Details of relevant interests

The natureof the relevant interest the substantial holderoran associatehad inthefollowing voting securities onthe date the substantialholderbecamea substantial holderare as follows:

stantial holderare as follows:	stantial holderare as follows:	stantial holderare as follows:	stantial holderare as follows:
Holderof relevant interest				Natureofrelevant interest(7)		Class and numberofsecurities
Gecko Na	mibia (Pty) Ltd			Direct		43,750,000 FPOS
Details of p persons regi	resent registered holdersstered as holdersof the se	curities referredtoinparagraph3aboveareasfollows:
Holderof r
	elevant interest		Registeredholderofsecurities		Person entitledtoberegisteredasholder(8)		Clo	ass and numberfsecurities
Gecko Na	mibia (Pty) Ltd		Gecko Namibia (Pty) Ltd		Gecko Namibia (Pty) Ltd		43,7	50,000 FPOS

4. Details of present registered holders

The persons registered as holdersof the securities referredtoinparagraph3aboveareasfollows:

5. Consideration

The consideration paid foreach relevant interest referredto inparagraph3above,and acquiredin thefourmonths prior totheday that the substantial holderbecame a substantialholderis as follows:

Holderof relevant interest	Date ofacquisition	Consideration(9)	Consideration(9)	Class and numberofsecurities
		Cash	Non-cash
Gecko Namibia (Pty) Ltd	13 September 2017		AUD$1,750,000	43,750,000 FPOS

603 page2/2 15July2001

6. Associates	6. Associates
The	reasonsthe personsnamedinparagraph3aboveareassociates of the substantial holderareasfollows:
	Name and ACN/ARSN(if applicable)	Natureof association
	N/A
**7. **	Addresses
The	addressesofpersonsnamed inthisform are as follows:
	Name	Address
	Gecko Namibia (Pty) Ltd	8 Sinclair Street, Windhoek, Namibia
Si	gnature
	print name PINE VAN WYK		capacity DIRECTOR
	signhere		date18 / 9/ 2017
		DIRECTIONS
(1)	If there are a numberofsubstantialholderswithsimilarorrelated relevant interests(eg.A corporation and itsrelated corporations,or the managerand trustee
	of an equitytrust), the names could be included in an annexuretothe form. If the relevant interests of a group ofpersonsare essentially similar,they
	may be referred to throughout the form as a specifically named group if the membership ofeachgroup,with the names and addressesofmembersis
	clearly setout inparagraph7of the form.
(2)	Seethe definition of "associate" insection9of the Corporations Act2001.
(3)	Seethe definition of "relevant interest" insections608and671B(7)of the Corporations Act2001.
(4)	The voting shares ofa companyconstitute one class unless divided into separate classes.
(5)	The totalnumberofvotes attachedto all the voting shares inthe companyorvoting interestsinthe scheme(ifany)that the person oran associate
	has arelevant interestin.
(6)	The person's votes divided by the totalvotes inthe bodycorporate orschememultipliedby100.
(7)	Include details of:
	(a)Any relevantagreementor othercircumstancesby which the relevant interestwas acquired. Ifsubsection671B(4)applies,a copyofany documentsetting
	out theterms of any relevant agreement,and astatement bythe person givingfull and		accuratedetailsof any contract,schemeor arrangement,must
	accompany thisform, togetherwith awritten statementcertifying this contract,scheme or arrangement;and
	(b)Any qualification of the powerofa person to exercise,control the exercise of,or influencethe exercise of, the voting powers or			disposalof the
	securities to which the relevant interestrelates(indicating clearlythe particularsecurities		to which the qualification applies).
	Seethe definition of "relevant agreement" insection9of the Corporations Act 2001.
(8)	If the substantialholder is unableto determine the identity of the person(eg. if the relevant interestarises because of an option)write"unknown".
(9)	Details of the consideration must include any and allbenefits, moneyand other, thatany person		from whom arelevant interest was acquired has,or may,
	become entitled toreceive inrelation tothatacquisition. Details mustbe includedeven if the benefit is conditionalon the happening ornotofa
	contingency. Details mustbe includedofany benefitpaid on behalfof the substantialholderor its associatein relation tothe acquisitions,even if they are
	notpaid directlytothe person from whom the relevant interest was acquired.

6. Associates

The reasonsthe personsnamedinparagraph3aboveareassociates of the substantial holderareasfollows:

		Name and ACN/ARSN(if applicable)		Natureof association
		N/A
**7. **	Addresses
The		addressesofpersonsnamed inthisform are as follows:
		Name		Address
		Gecko Namibia (Pty) Ltd	8	Sinclair Street, Windhoek, Namibia

Signature

• (1) If there are a numberofsubstantialholderswithsimilarorrelated relevant interests(eg.A corporation and itsrelated corporations,or the managerand trustee of an equitytrust), the names could be included in an annexuretothe form. If the relevant interests of a group ofpersonsare essentially similar,they may be referred to throughout the form as a specifically named group if the membership ofeachgroup,with the names and addressesofmembersis clearly setout inparagraph7of the form.

• (2) Seethe definition of "associate" insection9of the Corporations Act2001.

• (3) Seethe definition of "relevant interest" insections608and671B(7)of the Corporations Act2001.

• (4) The voting shares ofa companyconstitute one class unless divided into separate classes. (5) The totalnumberofvotes attachedto all the voting shares inthe companyorvoting interestsinthe scheme(ifany)that the person oran associate has arelevant interestin.

• (6) The person's votes divided by the totalvotes inthe bodycorporate orschememultipliedby100. (7) Include details of: (a) Any relevantagreementor othercircumstancesby which the relevant interestwas acquired. Ifsubsection671B(4)applies,a copyofany documentsetting out theterms of any relevant agreement,and astatement bythe person givingfull and accuratedetailsof any contract,schemeor arrangement,must accompany thisform, togetherwith awritten statementcertifying this contract,scheme or arrangement;and

• (b) Any qualification of the powerofa person to exercise,control the exercise of,or influencethe exercise of, the voting powers or disposalof the securities to which the relevant interestrelates(indicating clearlythe particularsecurities to which the qualification applies).

• Seethe definition of "relevant agreement" insection9of the Corporations Act 2001.

• (8) If the substantialholder is unableto determine the identity of the person(eg. if the relevant interestarises because of an option)write"unknown". (9) Details of the consideration must include any and allbenefits, moneyand other, thatany person from whom arelevant interest was acquired has,or may, become entitled toreceive inrelation tothatacquisition. Details mustbe includedeven if the benefit is conditionalon the happening ornotofa contingency. Details mustbe includedofany benefitpaid on behalfof the substantialholderor its associatein relation tothe acquisitions,even if they are notpaid directlytothe person from whom the relevant interest was acquired.