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Celsius Resources Limited Major Shareholding Notification 2019

Oct 27, 2019

10450_rns_2019-10-27_9cc7a33e-6b6c-4963-8793-23bb060361c9.pdf

Major Shareholding Notification

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7

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Neme/Scheme Colsius Resources Limited (Company)
ACN/ARSN 009 162 949 ومعاملته
the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract o

1. Details of substantial holder (1)

Name The Requisitioning Shareholders as detailed in Annexure A
ACN/ARSN (if applicable) N/A

25/10/2019 The holder became a substantial holder on

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4) Number of securities Person's voles (5) Voting power (6)
Fully paid ordinary
shares
51,138,794 51,138,794 6.75%
--

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest Nature of relevant interest (7) Class and number of securities
Requisitioning Shareholders Relevant interest under section
600(1)(a) of the Corporations
Act as the holders of the shares
See Annexure A

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant Registered holder of Person entitled to be Class and number of securities
Interest securities registered as holder (8)
Requisitioning Regulaitioning Reguisitioning See Annexure A
Shareholders Shareholders Shareholders

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is an follows:

Holder of relevant
interest
Date of acquisition Consideration (9) Class and number of securities
Cash Non-cash
Requisitioning
Shareholders
See Annexure B See
Annexure B
See
Annexure
See Annexura B

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable) Nature of association
Requisitioning
Shareholders
Association pursuant to sections 12(2)(b) or (c) of the
Corporations Act by reason of notices issued under sections
203D and 249D of the Corporations Act requiring the Company
to call and arrange to hold a general meeting to consider
resolutions to remove as directors of the Company, Mr Bill
Oliver and Mr Brendan Borg and any other persons appointed
as directors of the Company prior the requisitioned meeting,
and to elect Mr John Westdorp, Ms Hui (Michelle) Palleson and
Mr Carl Swensson as directors of the Company (See Annexure
C)

7. Addresses

The addresses of persons named in this form are as follows:

Nama
Committee Constitution
_________
Address
Requisitioning
Shareholders
See Annexure C
-------
ستستحدث
_____

Signature

orini name Andrew Falleson capacity in his own right and for and on
behalf of the Requisitioning
Shareholders
sign here Palleson dale 25/10/2019

DIRECTIONS

  • If there are a number of substantial holders with similar or related relevant Interests (eg. a corporation and its related corporations, or the $(1)$ manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
  • (2) See the definition of "associate" in section 9 of the Corporations Act 2001.
  • See the definition of "relevant Interest" In sections 608 and 671B(7) of the Corporations Act 2001. $\left($ 3)
  • $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
  • The total number of votes attached to all the voling shares in the company or voling interests in the scheme (if any) that the person or an $(5)$ associate has a relevant interest in.
  • The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$
  • $(7)$ Include details of
  • any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of p (a) any document setting out the terms of any relevent agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement, and
  • any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or $(b)$ disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

$(0)$ If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write

"unknown".

$\ddot{\phantom{a}}$

(9) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was
acquired has, or may, become entitled to receive in relation to that acquisition. Detai

  1. Oct. 2019 9:02 DBA Accountants

No. 9140 P. 4

Annexure'A'

This Is Annexure A of 1 page referred to In Form 603 Notice of Inltlul substantial holder signed by meand ditad 250ctober2019,

Date:

*-:

Andrew Graham P,Heson

No. H!*H[ I
I
-
No. ofsl.ki
" _
1 Robert David Lurle (The RDL A/C) 3,000,000
2 Flood
christopher
,
1,047,696
3 Gregory George Davis 2,040,933
4 Dean Andrew Kent (Wattle A/C) 5,000,000
5 Mathew Ben],min Emy 1,986,790
6 Mbemy Pty Ltd 1,032,000
7 Andrew Graham Palleson 1,053,{I)0
8 Kerry Michelle JIall Palleson 231,000
9 Amanda Elizabeth Zhao Palleson 578,000
10 Andrew Graham Palleson and Hui Palleson (Palleson Superfund A/C) 12,341,000
11 John Stuart McGowan 1,550,000
12 JSMIndusbles Super Pty Ltd (ISMINDUSTRIES Super S/F A/C) 1,800,000
13 Pster Paul Kozlowsld 1,599,796
14 Kozlowski Nominees Pty Ltd (Kozlowskl Family Super Fund) 994,281
15 Guartno Holdings Pty Ltd 900;X)0
16 Simon Michael Guartno
17 Warren John Quinn 400,000
18 Banlel Peter Washbui'n 1,000,000
19 Natalie McPherson U00,000
20 Kurt Josef Ungolir and Lucy Ungohr (Ungo Superfund A/C) 1,930,298
21 KRA Pty Ltd 410541®0
54134794
Tot.1

$\overline{a}$

J.

Annexure 'B'

This is Annexure B of 1 page referred to in Form 603 Notice of initial substantial holder signed by me and dated 25 October 2019. Date;

Signature:

$\frac{\rho}{\rho \omega}$ Uesny $\mathcal{C}$

Andrew Graham Palleson

No Holder of relevant interest
Agosto
$\mathcal{L}$
Date: 1 Consideration Shares __
1 JSMIndustries Super Pty Ltd (JSMINDUSTRIES Super S/F A/C) 14/10/2019 3,019.95 200,000
7 JSMIndustries Super Pty Ltd (JSMINDUSTRIES Super S/F A/C) 1/08/2019 2,419.95 100,000
3 JSMIndustries Super Pty Ltd (JSMINDUSTRIES Super S/F A/C) 30/07/2019 2,269.95 90,000
4 BSMIndustries Super Pty Ltd (JSMINDUSTRIES Super S/F A/C) 23/07/2019 6,109.95 210,000
S ISMindustries Super Pty Ltd (JSMINDUSTRIES Super S/F A/C) 5/07/2019 7,019.95 200,000
Ulden Stuart McGowan 7/10/2019 2,567.99 150,000
/John Stuart McGowan 22/08/2019 2,506.77 131,000
Sluhn Stuart McGowan 22/08/2019 1,328.99 69,000
9 John Stuart McGowan 20/08/2019 - $7,580.1 -$ 400,000.0
10 John Stuart McGowan 19/08/2019 2,017.99 100,000
11 John Stuart McGowan 19/08/2019 3,817.99 200,000
12 John Stuart McGowan 16/08/2019 3,817.99 200,000
13 John Stuart McGowan 5/08/2019 2,117.99 100,000
14 John Stuart McGowan 31/07/2019 5,219.95 200,000
1 John Stuart McGowan 30/07/2019 2,567.99 102,000
16 Julio Stuart McGowan 16/07/2019 6,157,95 198,000
17 Kozlowski Nominees Pty Ltd (Kozlowski Familty Super Fund) 29/07/2019 2,376.98 94,281
18 Peter Paul Kozlowski 22/10/2019 1,614.95 100,000
19 Peter Paul Kozlowski 4/10/2019 4,264.95 250,000
20 Peter Paul Kozlowski 30/08/2019 - 7,487,31 - 395,119
21 Peter Paul Kozlowski 29/07/2019 2,387,83 94,915
22 Peter Paul Kozłowski 25/07/2019 2,620.25 100,204
23 Peter Paul Kozlowski 16/07/2019 3,214,95 100,000
24 Peter Paul Kozlowski 2/07/2019 3.314.95 100,000
25 Robert David Lurie (The RDL A/C) 4/10/2019 - 18,122.05 - 1,134,500
26 Guarino Holdings Pty Ltd 19/07/2019 2,919.95 100,000
27 Simon Michael Guarino 7/10/2019 6,419.95 400,000
28 Simon Michael Guarino 7/10/2019 6,419.95 400,000
29 Simon Michael Guarino 19/08/2019 - 9,880.05 550,000
30 Simon Michael Guarino 16/03/2019 - 2,680.05 - 150,000
31 Simon Michael Guarino
32 Simon Michael Guarino
1/08/2019
31/07/2019
837.28 40,331
33 Simon Michael Guarino 3,852.01
2,619.95
159,669
100,000
34 Simon Michael Guarino 25/07/2019
35 Simon Michael Guarino 25/07/2019 2,819.95 100,000
36 Simon Michael Guarino 24/07/2019 2,819.95
287.80
100,000
37 Slinon Michael Guarino 22/07/2019 9,284
38 Kerry Michelle Jiali Palleson 19/07/2019
4/09/2019 -
5,932.15 190,716
39 Amanda Elizabeth Zhao Palleson 6/09/2019 - 4,255.05 -
1,292.72 -
237,500
72,926
40 Amanda Elizabeth Zhao Palleson 10/09/2019 - 9,039.03 - 502,724
41 Andrew Graham Palleson 16/09/2019 - 19,364.46 1,077.467
42 Kerry Michelle Jiali Palleson 9/10/2019 3,946.95 231,000
43 Amanda Elizabeth Zhao Palleson 9/10/2019 9,845.05 578,000
44 Andrew Graham Palleson 9/10/2019 9,420.95 553,000
45 Andrew Graham Palleson 8/10/2019 8,519.95 500,000
  1. Oct. 2019 9:03 DBA Accountants No. 9140 P. 6

Annexure 'C'

This is Annexure C of p,«es referred to In Form 603 Notice of initial substantial holdar signed by me and dated 25 October 2019. Date:

Signature:

Andrew Graham Palleson

Notice Requesting Directors to Convene Meeting of Members

TO:

The Proper Officer Celsius Resources Limited Level 2, 22 Mount Street PERTH WA 6000

TAKE NOTICE THAT pursuant to section 249D of the Corporations Act 2001 (Cth) the shareholders named below of the Company being shareholders with more than 5% of the votes that may be cast at the general meeting request the directors of the Company to convene a general meeting.

The resolutions to be proposed at the meeting are as follows:

APPOINTMENT OF John Westdorp $\mathbf{1}$

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That John Westdorp is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

$\overline{2}$ APPOINTMENT OF Hui (Michelle) Palleson

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Hui (Michelle) Palleson is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

3. APPOINTMENT OF Carl Gerald Swensson

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Carl Gerald Swensson is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

REMOVAL OF MR BILL OLIVER $\overline{\mathbf{4}}$

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

REMOVAL OF MR BRENDAN BORG $5.$

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Mr Brendan Borg be and is hereby removed as a director of Celsius Resources Limited.

Yours Sincerely,

/
Ur

Robert David Lurie

Date: $21/10/20/9$

Witnessed by:

a e co

Signature of Witness

Naom Name of Witness

Personal Assistant Occupation of Witness

BBC York St, Tuart Hill WA 6060 Address of Witness

Notice Requesting Directors to Convene Meeting of Members

TO: The Proper Officer Celsius Resources Limited Level 2, 22 Mount Street PERTH WA 6000

TAKE NOTICE THAT pursuant to section 249D of the Corporations Act 2001 (Cth) the shareholders named below of the Company being shareholders with more than 5% of the votes that may be cast at the general meeting request the directors of the Company to convene a general meeting.

The resolutions to be proposed at the meeting are as follows:

APPOINTMENT OF John Westdorp 1.

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That John Westdorp is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

$2.$ APPOINTMENT OF Hui (Michelle) Palleson

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Hui (Michelle) Palleson is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

3, APPOINTMENT OF Carl Gerald Swensson

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Carl Gerald Swensson is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

REMOVAL OF MR BILL OLIVER $\boldsymbol{4}$ .

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

5. REMOVAL OF MR BRENDAN BORG

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Mr Brendan Borg be and is hereby removed as a director of Celsius Resources Limited.

Yours Sincerely,

A∞O CHRISTOPHER

Insert shareholding name

Date: 21/10/2019

$\sim$ .

Witnessed by:

L

Signature of Witness

ROBERT LURIE

Name of Witness

FINANCIAL APVISER

Occupation of Witness

$1/43$ CEDRIC ST. STIRLING WA 6021

Address of Witness

Notice Requesting Directors to Convene Meeting of Members

TO: The Proper Officer Celsius Resources Limited Level 2, 22 Mount Street PERTH WA 6000

TAKE NOTICE THAT pursuant to section 249D of the Corporations Act 2001 (Cth) the shareholders named below of the Company being shareholders with more than 5% of the votes that may be cast at the general meeting request the directors of the Company to convene a general meeting.

The resolutions to be proposed at the meeting are as follows:

APPOINTMENT OF John Westdorp 1.

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That John Westdorp is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

$21$ APPOINTMENT OF Hui (Michelle) Palleson

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Hui (Michelle) Palleson is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

3. APPOINTMENT OF Carl Gerald Swensson

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Carl Gerald Swensson is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

REMOVAL OF MR BILL OLIVER 4.

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

5. REMOVAL OF MR BRENDAN BORG

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Mr Brendan Borg be and is hereby removed as a director of Celsius Resources Limited.

Yours Sincerely,

Gregory George Davis

03/10/2019 Date:

Witnessed by:

Signature of Witness

Cameron Name of Witness

$E$ lectrician Occupation of Witness

16 Tuneside Grove

Notice Requesting Directors to Convene Meeting of Members

TO: The Proper Officer Celsius Resources Limited Level 2, 22 Mount Street PERTH WA 6000

TAKE NOTICE THAT pursuant to section 249D of the Corporations Act 2001 (Cth) the shareholders named below of the Company being shareholders with more than 5% of the votes that may be cast at the general meeting request the directors of the Company to convene a general meeting.

The resolutions to be proposed at the meeting are as follows:

APPOINTMENT OF John Westdorp $\mathbf{1}$

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That John Westdorp is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

APPOINTMENT OF Hui (Michelle) Palleson $\overline{2}$

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Hui (Michelle) Palleson is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

APPOINTMENT OF Carl Gerald Swensson $3.$

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Carl Gerald Swensson is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

REMOVAL OF MR BILL OLIVER $\boldsymbol{4}$

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

5. REMOVAL OF MR BRENDAN BORG

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Mr Brendan Borg be and is hereby removed as a director of Celsius Resources Limited.

Yours Sincerely,

Dean Andrew Kent (Wattle A/C)

Date: 27.9.2019

Witnessed by:

Knig

Signature of Witness

Y KENT

Name of Witness

STUDENT

Occupation of Witness

8 WATTLE CUE, MALVERN EAST, VIC

Address of Witness

Notice Requesting Directors to Convene Meeting of Members

The Proper Officer TO: Celsius Resources Limited Level 2, 22 Mount Street PERTH WA 6000

TAKE NOTICE THAT pursuant to section 249D of the Corporations Act 2001 (Cth) the shareholders named below of the Company being shareholders with more than 5% of the votes that may be cast at the general meeting request the directors of the Company to convene a general meeting.

The resolutions to be proposed at the meeting are as follows:

APPOINTMENT OF John Westdorp 1.

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That John Westdorp is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

2. APPOINTMENT OF Hui (Michelle) Palleson

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Hui (Michelle) Palleson is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

APPOINTMENT OF Carl Gerald Swensson 3.

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Carl Gerald Swensson is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

REMOVAL OF MR BILL OLIVER 4.

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

REMOVAL OF MR BRENDAN BORG 5.

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Mr Brendan Borg be and is hereby removed as a director of Celsius Resources Limited.

Yours Sincerely,

Mar By (Mr Mathen Benjamin Eng

Insert shareholding hame

$15110/19$ Date:

Ń

Witnessed by:

Warrss Signature of Witness

TAN MARISA Name of Witness

HOME PUTIES Occupation of Witness

26 CHURINGA AVE, MITCHAM

Address of Witness

Notice Requesting Directors to Convene Meeting of Members

TO: The Proper Officer Celsius Resources Limited Level 2, 22 Mount Street PERTH WA 6000

TAKE NOTICE THAT pursuant to section 249D of the Corporations Act 2001 (Cth) the shareholders named below of the Company being shareholders with more than 5% of the votes that may be cast at the general meeting request the directors of the Company to convene a general meeting.

The resolutions to be proposed at the meeting are as follows:

$\mathbf{1}$ . APPOINTMENT OF John Westdorp

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That John Westdorp is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution"

$2.$ APPOINTMENT OF Hui (Michelle) Palleson

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Hui (Michelle) Palleson is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

APPOINTMENT OF Carl Gerald Swensson 3.

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Carl Gerald Swensson is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

REMOVAL OF MR BILL OLIVER 4.

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

REMOVAL OF MR BRENDAN BORG $5.7$

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Mr Brendan Borg be and is hereby removed as a director of Celsius Resources Limited.

Yours Sincerely,

Martin Sole director intemy Pry Lid.

Inservshareholding name

$15/10/19$ Date:

Witnessed by:

Manson Jo
Signature of Witness

MARISA Name of Witness

HOME DUTIES Occupation of Witness

26 CHURINGA AVENUE

Address of Witness

Notice Requesting Directors to Convene Meeting of Members

TQ: The Proper Officer Celsius Resources Limited Level 2, 22 Mount Street PERTH WA 6000

TAKE NOTICE THAT pursuant to section 249D of the Corporations Act 2001 (Cth) the shareholders named below of the Company being shareholders with more than 5% of the votes that may be cast at the general meeting request the directors of the Company to convene a general meeting.

The resolutions to be proposed at the meeting are as follows:

APPOINTMENT OF John Westdorp 1.

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That John Westdorp is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

$2.$ APPOINTMENT OF Hui (Michelle) Palleson

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Hui (Michelle) Palleson is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

3. APPOINTMENT OF Carl Gerald Swensson

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Carl Gerald Swensson is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

REMOVAL OF MR BILL OLIVER $41$

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

REMOVAL OF MR BRENDAN BORG 5,

"To consider and, if thought fit, pass (with or without amendment) the following resolution. as an ordinary resolution:

That Mr Brendan Borg be and is hereby removed as a director of Celsius Resources Limited.

Yours Sincerely,

A G Pallson

Andrew Graham Palleson

$12 - 10 - 2019$ . Date:

Witnessed by:

Signature of Witness

$\frac{5f_{ep}h_{en}N_{o}}{Nameof Withess}$

$\frac{\text{A}\mu_0}{\text{Occurbation of Witness}}$

37 Gilling Rol Northlaildje

Notice Requesting Directors to Convene Meeting of Members

TO:

The Proper Officer Celsius Resources Limited Level 2, 22 Mount Street PERTH WA 6000

TAKE NOTICE THAT pursuant to section 249D of the Corporations Act 2001 (Cth) the shareholders named below of the Company being shareholders with more than 5% of the votes that may be cast at the general meeting request the directors of the Company to convene a general meeting.

The resolutions to be proposed at the meeting are as follows:

APPOINTMENT OF John Westdorp 1.

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That John Westdorp is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

$2.$ APPOINTMENT OF Hui (Michelle) Palleson

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Hui (Michelle) Palleson is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

3. APPOINTMENT OF Carl Gerald Swensson

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Carl Gerald Swensson is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

REMOVAL OF MR BILL OLIVER 4.

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

REMOVAL OF MR BRENDAN BORG $\overline{5}$

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Mr Brendan Borg be and is hereby removed as a director of Celsius Resources Limited.

Yours Sincerely,

Kerry Michelle Jiali Palleson

$^{Date: /2}$ /19/19

Witnessed by:

Signature of Witness

Stephen Ng

Namy of Witness

Aucontan

Occupation of Witness

37 Calbina Rd Northbidge

Notice Requesting Directors to Convene Meeting of Members

The Proper Officer TO: Celsius Resources Limited Level 2, 22 Mount Street PERTH WA 6000

TAKE NOTICE THAT pursuant to section 249D of the Corporations Act 2001 (Cth) the shareholders named below of the Company being shareholders with more than 5% of the votes that may be cast at the general meeting request the directors of the Company to convene a general meeting.

The resolutions to be proposed at the meeting are as follows:

1. APPOINTMENT OF John Westdorp

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That John Westdorp is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

$\overline{2}$ APPOINTMENT OF Hui (Michelle) Palleson

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Hui (Michelle) Palleson is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

APPOINTMENT OF Carl Gerald Swensson 3.

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Carl Gerald Swensson is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

REMOVAL OF MR BILL OLIVER $\mathbf{4}$

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

5. REMOVAL OF MR BRENDAN BORG

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Mr Brendan Borg be and is hereby removed as a director of Celsius Resources Limited.

Yours Sincerely,

Amanda Elizabeth Zhao Palleson

Date: $1015$

Witnessed by:

Signature/of/Witness

Nany of Witness

Htvom1m Occupation of Witness

37 Configura Rd Northboroge

Notice Requesting Directors to Convene Meeting of Members

TO: The Proper Officer Celsius Resources Limited Level 2, 22 Mount Street PERTH WA 6000

TAKE NOTICE THAT pursuant to section 249D of the Corporations Act 2001 (Cth) the shareholders named below of the Company being shareholders with more than 5% of the votes that may be cast at the general meeting request the directors of the Company to convene a general meeting.

The resolutions to be proposed at the meeting are as follows:

APPOINTMENT OF John Westdorp 1.

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That John Westdorp is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

APPOINTMENT OF Hui (Michelle) Palleson $\overline{2}$

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Hui (Michelle) Palleson is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

APPOINTMENT OF Carl Gerald Swensson 3.

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Carl Gerald Swensson is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

REMOVAL OF MR BILL OLIVER 4.

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

5, REMOVAL OF MR BRENDAN BORG

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Mr Brendan Borg be and is hereby removed as a director of Celsius Resources Limited.

Yours Sincerely,

r Pall

Andrew Graham Palleson Trustee of Palleson Superfund

$2^{4}/10/2019$ Date:

Hui Palleson Trustee of Palleson Superfund

Date: $2/10/2019$

Witnessed by:

Signature of Witness

Name of Witness

Occupation of Witness
24 Afan Road

Beroura 2082MUS.

Address of Witness

$2/10/2019$

Witnessed by:

$Signature$ of Witness

Name of Witness

Occupation of Witness
2A Alan Road
Berown 1082 NSW

Address of Witness

$\frac{1}{2}$ /10/2019

Notice Requesting Directors to Convene Meeting of Members

TO: The Proper Officer Celsius Resources Limited Level 2, 22 Mount Street PERTH WA 6000

TAKE NOTICE THAT pursuant to section 249D of the Corporations Act 2001 (Cth) the shareholders named below of the Company being shareholders with more than 5% of the votes that may be cast at the general meeting request the directors of the Company to convene a general meeting.

The resolutions to be proposed at the meeting are as follows:

APPOINTMENT OF John Westdorp $\mathbf{1}$

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That John Westdorp is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

$\bar{z}$ APPOINTMENT OF Hui (Michelle) Palleson

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Hui (Michelle) Palleson is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

$\overline{\mathbf{3}}$ . APPOINTMENT OF Carl Gerald Swensson

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Carl Gerald Swensson is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

REMOVAL OF MR BILL OLIVER 4.

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

5. REMOVAL OF MR BRENDAN BORG

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Mr Brendan Borg be and is hereby removed as a director of Celsius Resources Limited.

Yours Sincerely,

John Stuart McGowan

Date: $27/9/19$

John Stuart McGowan Sole Director, JSMINDUSTRIES SUPER PTY LTD

$79$ $27$ Date:

Witnessed by:

24 m

Signature of Witness

JESO Name of Witness

Electrician
Occupation of Witness

12 Peake Court Ascot $3551$

Notice Requesting Directors to Convene Meeting of Members

TO: The Proper Officer Celsius Resources Limited Level 2, 22 Mount Street PERTH WA 6000

TAKE NOTICE THAT pursuant to section 249D of the Corporations Act 2001 (Cth) the shareholders named below of the Company being shareholders with more than 5% of the votes that may be cast at the general meeting request the directors of the Company to convene a general meeting.

The resolutions to be proposed at the meeting are as follows:

APPOINTMENT OF John Westdorp $\mathbf{1}$

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That John Westdorp is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

APPOINTMENT OF Hui (Michelle) Palleson $2.$

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Hui (Michelle) Palleson is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

APPOINTMENT OF Carl Gerald Swensson 3.

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Carl Gerald Swensson is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

REMOVAL OF MR BILL OLIVER 4.

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

5, REMOVAL OF MR BRENDAN BORG

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Mr Brendan Borg be and is hereby removed as a director of Celsius Resources Limited.

Yours Sincerely,

Peter Paul-Kezlowski

Date: 27R September 2019

Witnessed by:

Lidel & Price

gnature of Witness

JUDITH ANNE PRICE

Name of Witness

Occupation of Witness

$SU(42E)\times 10^{-12}$ Address of Witness

TO:

CELSIUS RESOURCES LIMITED ACN 009 162 949 (Company)

Notice Requesting Directors to Convene Meeting of Members

The Proper Officer Celsius Resources Limited Level 2, 22 Mount Street PERTH WA 6000

TAKE NOTICE THAT pursuant to section 249D of the Corporations Act 2001 (Cth) the shareholders named below of the Company being shareholders with more than 5% of the votes that may be cast at the general meeting request the directors of the Company to convene a general meeting.

The resolutions to be proposed at the meeting are as follows:

$\mathbf{1}$ APPOINTMENT OF John Westdorp

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That John Westdorp is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

APPOINTMENT OF Hui (Michelle) Palleson $\overline{2}$ .

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Hui (Michelle) Palleson is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

3. APPOINTMENT OF Carl Gerald Swensson

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Carl Gerald Swensson is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

REMOVAL OF MR BILL OLIVER 4.

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

5. REMOVAL OF MR BRENDAN BORG

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Mr Brendan Borg be and is hereby removed as a director of Celsius Resources Limited.

Yours Sincerely,

Peter Paul Rozlowski Director, KOZLOWSKI NOMINESS PTY LTD as trustee Kozlowski Family Super Fund

0106/0156 Date:

Lisa Annette Kozlowski

Director, KOZLOWSKI NOMINEES PTY LTD as trustee Kozlowski Family Super Fund $37|9|20|9$

Witnessed by:

Signature of Witness

ANNE PRICE

Name of Witness

くロン Occupation of Witness

SILVILEY RD (LVILEY

Notice Requesting Directors to Convene Meeting of Members

TO: The Proper Officer Celsius Resources Limited Level 2, 22 Mount Street PERTH WA 6000

TAKE NOTICE THAT pursuant to section 249D of the Corporations Act 2001 (Cth) the shareholders named below of the Company being shareholders with more than 5% of the votes that may be cast at the general meeting request the directors of the Company to convene a general meeting.

The resolutions to be proposed at the meeting are as follows:

1. APPOINTMENT OF John Westdorp

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That John Westdorp is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

$2.$ APPOINTMENT OF Hui (Michelle) Palleson

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Hui (Michelle) Palleson is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

APPOINTMENT OF Carl Gerald Swensson 3.

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Carl Gerald Swensson is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

4. REMOVAL OF MR BILL OLIVER

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

$\mathbf{z}_i$

$\hat{\mathbf{r}}$

Б. REMOVAL OF MR BRENDAN BORG

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Mr Brendan Borg be and is hereby removed as a director of Celsius Resources Limited

Yours Sinoerely,

Sole Director GUARINO HOLDINGS PTY LTD

Insert shareholding name

Date: 13/10/2019

Witnessed by:

Bardonio

Name of Witness

hontal VVGV Keting
Occypation of Witness

$\frac{11\gamma}{41}$ at $\frac{0}{\gamma}$ and $\frac{1}{\gamma}$ melbourn, 3207

TO:

CELSIUS RESOURCES LIMITED ACN 009 162 949 (Company)

Notice Requesting Directors to Convene Meeting of Members

The Proper Officer Celsius Resources Limited Level 2, 22 Mount Street PERTH WA 6000

TAKE NOTICE THAT pursuant to section 249D of the Corporations Act 2001 (Cth) the shareholders named below of the Company being shareholders with more than 5% of the votes that may be cast at the general meeting request the directors of the Company to convene a general meeting.

The resolutions to be proposed at the meeting are as follows:

$\mathbf{1}$ APPOINTMENT OF John Westdorp

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That John Westdorp is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

$2.$ APPOINTMENT OF Hui (Michelle) Palleson

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Hui (Michelle) Palleson is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

$3i$ APPOINTMENT OF Carl Gerald Swensson

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Carl Gerald Swensson is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

REMOVAL OF MR BILL OLIVER 4.

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

$\overline{A}$

Б. REMOVAL OF MR BRENDAN BORG

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Mr Brendan Borg be and is hereby removed as a director of Celsius Resources Limited.

Yours Sincerely,

M SIMON MICHAEL GUARINO

Insert shareholding name

Date: $3/10/2019$

Witnessed by:

Signature of Witness

Mt L'M Buldavo
a du Marketing
pation of Witness

$11\nu/11$ Pow $I,$ Port Melborsone, 3207

Notice Requesting Directors to Convene Meeting of Members

The Proper Officer TO: Celsius Resources Limited Level 2, 22 Mount Street PERTH WA 6000

TAKE NOTICE THAT pursuant to section 249D of the Corporations Act 2001 (Cth) the shareholders named below of the Company being shareholders with more than 5% of the votes that may be cast at the general meeting request the directors of the Company to convene a general meeting.

The resolutions to be proposed at the meeting are as follows:

APPOINTMENT OF John Westdorp 1.

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That John Westdorp is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

APPOINTMENT OF Hui (Michelle) Palleson $2.$

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Hui (Michelle) Palleson is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

APPOINTMENT OF Carl Gerald Swensson 3,

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Carl Gerald Swensson is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

REMOVAL OF MR BILL OLIVER 4.

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

REMOVAL OF MR BRENDAN BORG $5.$

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution. $\hat{\mathbf{r}}_1$

That Mr Brendan Borg be and is hereby removed as a director of Celsius Resources Limited.

Yours Sincerely,

(Warren John Quinn)

Date:

Witnessed by:

Signature of Witness

TERENCE BARRETT Name of Witness

IN-SERVICE INSPECTOR Occupation of Witness

3A RIPER ST

QUINNS ROCKS PERTH WA 6030

Notice Requesting Directors to Convene Meeting of Members

TO: The Proper Officer Celsius Resources Limited Level 2, 22 Mount Street PERTH WA 6000

TAKE NOTICE THAT pursuant to section 249D of the Corporations Act 2001 (Cth) the shareholders named below of the Company being shareholders with more than 5% of the votes that may be cast at the general meeting request the directors of the Company to convene a general meeting.

The resolutions to be proposed at the meeting are as follows:

APPOINTMENT OF John Westdorp 1.

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That John Westdorp is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

APPOINTMENT OF Hui (Michelle) Palleson $\overline{2}$ .

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Hui (Michelle) Palleson is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

APPOINTMENT OF Carl Gerald Swensson 3,

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Carl Gerald Swensson is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

REMOVAL OF MR BILL OLIVER 4.

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

  1. Oct. 2019 $9:13$

5. REMOVAL OF MR BRENDAN BORG

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Mr Brendan Borg be and is hereby removed as a director of Celsius Resources Limited.

Yours Sincerely,

Mr Daniel Peter Washburn

Date: $21/10/19$

Witnessed by:

Signature of Witner

ANDREW. J.R. DAY

ELECTRICAL GUGNIERR

Occupation of Witness

Name of Witness

2/188 PACIFIC HWY, NORAH SYDNEY 2060

Address of Witness

Notice Requesting Directors to Convene Meeting of Members

TO: The Proper Officer Celsius Resources Limited Level 2, 22 Mount Street PERTH WA 6000

TAKE NOTICE THAT pursuant to section 249D of the Corporations Act 2001 (Cth) the shareholders named below of the Company being shareholders with more than 5% of the votes that may be cast at the general meeting request the directors of the Company to convene a general meeting.

The resolutions to be proposed at the meeting are as follows:

$\mathbf{1}$ APPOINTMENT OF John Westdorp

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That John Westdorp is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

$2.$ APPOINTMENT OF Hui (Michelle) Palleson

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Hui (Michelle) Palleson is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

3. APPOINTMENT OF Carl Gerald Swensson

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Carl Gerald Swensson is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

REMOVAL OF MR BILL OLIVER $\mathbf{4}$

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

$5.$ REMOVAL OF MR BRENDAN BORG

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Mr Brendan Borg be and is hereby removed as a director of Celsius Resources Limited.

Yours Sincerely,

Natalie McPherson

Date: 30 September 2019

Witnessed by: $\mathbb{E}$ Signature of Witness

والعمع Name of Witness

BOURG A ⚠

148 SOLT POR MOST $5 - 27$

Notice Requesting Directors to Convene Meeting of Members

TO: The Proper Officer Celsius Resources Limited Level 2, 22 Mount Street PERTH WA 6000

TAKE NOTICE THAT pursuant to section 249D of the Corporations Act 2001 (Cth) the shareholders named below of the Company being shareholders with more than 5% of the votes that may be cast at the general meeting request the directors of the Company to convene a general meeting.

The resolutions to be proposed at the meeting are as follows:

$\mathbf{1}$ APPOINTMENT OF John Westdorp

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution;

That John Westdorp is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

$\overline{2}$ APPOINTMENT OF Hui (Michelle) Palleson

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Hui (Michelle) Palleson is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

3. APPOINTMENT OF Carl Gerald Swensson

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Carl Gerald Swensson is hereby appointed as a director of Celsius Resources Limited in accordance with the Company's Constitution."

4. REMOVAL OF MR BILL OLIVER

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

REMOVAL OF MR BRENDAN BORG 5,

"To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

That Mr Brendan Borg be and is hereby removed as a director of Celsius Resources Limited.

Yours Sincerely,

Kurt Josef Lingohr Trustee of Lingo Superfund

Date: 02/10/2014

Witnessed by:

Lucy Lingohr Trustee of Lingo Superfund

Lucy Lingohr Sole director, KJLA Pty Ltd

Date: $\frac{\partial z}{\partial 0} = \frac{1}{2}\frac{\partial z}{\partial 0}$

Witnessed by:

Date: $0.2/16/2019$

Wilnessed by:

(uuumkon

Signature of Witness

DAVID NORTON Name of Witness

LT PROFESSIONAL Occupation of Witness

5/3345TATIONST CHELSED 3196

Address of Witness

WMT U Signature of Witness

DAVID NORTOP Name of Witness

IT PROFESSIONAL Occupation of Witness

$5/334$ $57/47160$ $57$ $CHELSFA$ $396$

Address of Witness

Ninnorbon

Signature of Witness

$DA$ $\cup$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$

IT PROFESSIONAL

Occupation of Witness $5/334574700057$ $CHELSEA 3196$

Address of Witness