Celsius Resources Limited — Major Shareholding Notification 2019

Sep 15, 2019

16. Sep.	2019	9:25

DBA Accountants

No. 9135 P. $1/4$ 604 page 1/2/15 July 2001

Form604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Celsius Resources Ltd
ACN/ARSN
1. Details of substantial holder(1)
Neme	Andrew Graham Palleson
ALIN'ARSN (if applicable)
There was a change in the interests of the s-47st-cital holder on	16/09/2019
Timp evidencice was given to the company on	16/09/2019
He previous notice was dated	1009/2019
2 Previous and present voting power

The total number of votes altached 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) inwiten last required, and whenhow required, togive asubstantial holding notice to the company or achema, are as follows:

Classof securities(4)		Previous notice		Present notice
	Person's votes	Voling power (5)	Person svoles	Voongpower(5)
Fully paid ordinary shares :	95,552,761 والمتحال المستحدثات المتحدث	12.62%	78.154.876	10.32%

3 Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial hotter or an associate in voltg securities of the company or scheme, since the substantial holderwas last required togive as ubstantial holding notice to the companyor scheme areas follows:

Date of change	Person whose relevant Interesi changed	Nature of change (6)	Consideration given inrelation tochange (7)	Class and number of securilies affected	Person's votes affected
16/09/2019	See Annexure 2	Cense to be associates of association of like- minded holders acting in- concert	N/A	17.397.885	2.30%
	.

4. Present relevant Interests

Particularsof each relevent interest of the substantial holder invoting securitiesafter the changeareas follows:

Hoder oľ relevant Interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
llach emity individually LAnnexure 1)	Annexure I	Annoxure I	Association of like-minded holders acting in concert	78,154,876	10.32% _____

6. Changes in association

The nersons who have become associates (2) of, oeased to be associates of, or have changed the nature of their association(0) the substantial holder in relation to voting interests in the company or scheme areas follows:

Name and ACN/ARSN (if applicable)	ALCOHOL: NORTHERN Nature of association
	[Association of like-minded holders acting in concert (Annexure 2)]
$\cdots$

6 Aritimason

The addresses of persons named in this formareas follows:

Name	Address	про представляет продолжение доступных состоянных в состоянии политического составит в состоянии политического	Continued Association Continued Association
l-Andrew Graham Palleson -	[18 Rawson Road, Berowra SYDNEY NSW 2081]
	and the second complete the contract of the complete second terms of the the second complete complete second contract on the second

Signature

print name ANDREW GRAHAM PALLESON capacity Group Co-ordination

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related sporations, or the manager and trustee of an d equity trust), the names could be included in an annexure to the form if the relevant interests of a group of persons are analisity strillar, they may be referred to throughout the form as a specifically runned group if the membership of each group, with the names and addresses of mambers tasny set out in paragraph 6 of the toon.
• 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.
• The voting shares of acompany constitute one class unless divided into separate classes.
• The person avoites divided by the total votes in the body corporateors chememultiplied by 100.
• Includedetailsof:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection@74Bolies, a copy of any h document setting out the terms of any relevant agreement, and astatement by the person giving full and accurate details of ecogrinad scheme or arrangement, must accompany this form, together with a written statement certifying this contract, schemeor arrangement, and
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting ass or disposal of the securities to Þ which therefevant interest relates(indicating dearly the particularsecurities to which the qualification applies).

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

• Details of the consideration must include any and all benefits, money and other, that any parson from whom a relayant interests acquired has, or may, become ł entitled to receive in relation to that acquisition. Details must be included even if the benefit is consitional on the happing or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they not paid directly to the person from whom the relevant interest was acquired.
• If the substantial holder is unable to determine the identity of the person (eg. If the relevant interest arises because obption) write "unknown".

• Give details, if appropriate, of the present association and any change in that association since the last substantial hgidottce.

• Sep. 2019 9:26 DBA Accountants

No. 9135 P. 3/4
3/4 Ae.

$\ddot{\phantom{a}}$

$\hat{p}$

Annexure 1	No. of Shares
1 ALARP SERVICES PTY LTD	3,500,000
2. Andrew Graham Palleson and Hui Palleson (Palleson Superfund A/C)	12,341,000
3 Ashwini Nikhli Shende	788,714
4 BRENJE DISCRETIONARY TRUST	500,000
5 CRYPTIC DEPOSITS PTY LTD (Cryptic Superfund A/C)	1,252,380
6 Gary Robert Marshall	4,286,817
7 GUARINO HOLDING PTY LTD	300,000
8 JSMINDUSTRIES SUPER PTY LTD (JSMINDUSTRIES Super S/F A/C)	1,600,000
9 KILA PTY LTD (Lingo Family A/C)	4,054,000
10 KOZLOWSKI NOMINESS PTY LTD (KOZLOWSKI S/F/N)	994,281
11 LOCKSMITH TRADER PTY LTD	540,000
12 MAYWELL PTY LTD (The Lurie SMSF)	700,000
13 MAYWELL PTY LTD (The Lurie SMSF)	400,000
14 MBFMY PTY LTD (MEMY Superfund A/C)	1,032,000
15 Mr Abron Heath Thamm	1,935,433
16 McChristopher Flood	1,047,696
J./ Mr Daniel Peter Washburn	1,000,000
18 Mr Jabin Geoffery Mullane	8,000,000
19 Mr John Stuart McGowan	1,400,000
20 Mr Kurt Josef Lingohr and Mrs Lucy Lingohr (Lingo Superfund A/C)	1,930,298
21 Mr Ham Owen Daley	1,000,975
22 Mr Mathew Benjamin Emy	1,986,790
23 Mr Nicholas Graetz	838,000
24 Mr Paul Joseph Coombe	1,730,100
25 Mr Paul Venda Divin	3,692,096
26 Mr Pater Paul Kozłowski	1,249,796
27 Mr Peter Vidotto	1,020,000
28 Mr Robert David Lurie (The RDL A/C)	4,134,500
29 Mr Simon Guarino	800,000
30 Mr Steven Paul Loveless	5,100,000
31 Mr Warren John Quinn	4,000,000
32 Mrs Natalle McPherson	4,000,000
33 PAUL HAYWARD INVESTMENTS PTY LTD (Hayward SF A/C)	1,000,000
	78,154,876

This is Annexure 1 of 1 page referred to in Form 604 Notice of change of Interests of substantial holder

Andrew Graham Palleson

$A G R dlem$

No. 9135 P. 4/4
4/4 Ae

Annexure 2	No. of Shares
1 Yuql Zhang Goeree	15,000,000
2 Swannies Pty Ltd	470,000
3 Mr Warren John Quinn	327,885
4 GOEREE SUPER PTY LTD (Goeree Superfund A/C)	1,600,000
	17.397.RR5

This is Annexure 2 of 1 page referred to in Form 604 Notice of change of interests of substantial holder

Andrew Graham Palleson

A G Pallesn

Signature

Date