Celsius Resources Limited — Major Shareholding Notification 2019

Sep 9, 2019

10/09/2019

ASX Market Announcements Office

Fax 1300 135 638

Form 603 - Notice of Initial Substantial Holder -

Celsius Resources Ltd

To whom It may concern,

^A gmup of likeminded holders acting in concert regarding their ASXCLA shareholdings would like⁰ lodge the attached form ⁶⁰³ with the ASX and have this form announced to the market In the usual manner.

Wodd the ASX market announcements team please fadlitate this on behalf of the group?

Kind Regards,

Robert Lurle Group Administrator rob@challoe.netau

0413 757 297

þ.

ऋत

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

Tu, Company Name/Scheme	Celsius Resources Ltd
ACHIARSN
1. Details of substantial holder (1)
No ac-	Andrew Graham Palleson
ACUZARSN (if applicable).

10 - fictore bocame a substantial holder on

06 / 09 / 2019

2. Details of volling power

ी नाल ने rumber 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
उनके same interest (3) In on the date the substantial hold

Class of securities (4) المحامية المخالفة المستحدث المتعادل	Number of securities	_________ Person's votes (5)	Voting power (6)
Fully paid ordinary shares	95,552,761	95,552,761	12.62%

3. Details of relevant interests

Decrease of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder becamo a substantial Technologie as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
each enlity individually	Association of like minded holders 95,552,761
(see annexure 1)	acting in concert

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 Interest	Registered holder of securities	Person emitted to be registered as holder (0)	Class and number of securities.
⊦See annexure 1

5. Consideration

(bu consideration paid for each retevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a seastant at holder is as follows:

Holder of relevant Interost	Date of acquisition	Consideration (9)		Class and number of securitios
I N/A		Cash	Non-cash

6. Associates

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

Name and ACN/ARSN (if applicable)	Nature of association
	Association of like minded holders acting in concert

1. Addresses

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

Name	Adoress
I Andrew Graham Palleson	118 Rawson Road BEROWRA SYDNEY NSW 2081

Signature

	MALANDREW GRAHAM PALLESUM	Group Co-ordinator
sign here	AG Pallega.	06/09/2019 dale 1111

• • 1

DIRECTIONS

• if there are a number of substantial holders with similar or related relevant Interests (eg. a corporation and its related corporations, or the manager and trusted of an $\left($ il) in the case of contract to anomation moves with amount of block relations moves by a separator and is related to personals of the manager and bootcom. If the relevant interests of a group of persons are ossentially similar form.
• See the definition of "associate" in section 9 of the Corporations Act 2001. $\left($
• See the definition of "relevant interest" in sections 600 and 671B(?) of the Corporations Act 2001. $\mathbf{A}$
• The volling shares of a company constitute one class unless divided into separate classos. $[4] % \centering \includegraphics[width=0.9\columnwidth]{figures/fig_10.pdf} \caption{The graph $\alpha$ in the left and right. The right-hand side is the right. The right side is the right. The right side is the right. The right side is the right. The right side is the right. The right side is the right. The right side is the right. The right side is the right. The right side is the right. The right side is the right. The right side is the right. The right side is the right. The right side is the right. The right side is the right. The right side is the right. The right side is the right. The right side is the right. The right side is the right. The right side is the right. The right side is the right. The right side is the right. The right side is the right. The right side is the right. The right side is the right. The right side is the right. The right$
• The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant $\left(\cdot\right)$ interest in.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $\left(\cdot\right)$
• $\left($ Include dotalls of:
• any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document sotting out $\left( n\right)$ the terms of any relevant agreement, and a statement by the person giving full and accurate details of any convact, 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 disposal of tha securities to $\left( 0 \right)$ 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.

• 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". $\hat{V}$
• 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 ${0}$ entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening 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 are not paid directly to the person from whom the relevant interest was occulred.

Annexure 1		Page 3/3
	No. of Shares
1 ALARP SERVICES PTY LTD	3,500,000
2 Andrew Graham Palleson and Hul Palleson (Palleson Superfund A/C)	12,341,000
3 Ashwini Nikhil 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 GOEREE SUPER PTY LTD (Goeree Superfund A/C)	1,600,000
8 GUARINO HOLDING PTY LTD	300,000
9 JSMINDUSTRIES SUPER PTY LTD (JSMINDUSTRIES Super S/F A/C)	1,600,000
10 KJLA PTY LTD (Lingo Family A/C)	4,054.000
11 KOZLOWSKI NOMINESS PTY LTD (KOZLOWSKI S/F/N)	994,281
12 LOCKSMITH TRADER PTY LTD	540,000
13 MAYWELL PTY LTD (The Lurle SMSF)	700,000
14 MAYWELL PTY LTD (The Lurie SMSF)	400,000
15 MBEMY PTY LTD (MEMY Superfund A/C)	1,032,000
16 Mr Aaron Heath Thamm	1,935,433
17 Mr Christopher Flood	1,047,696
18 Mr Daniel Peter Washburn	1,000,000
19 Mr Jabln Geoffery Mullane	8,000,000
20 Mr John Stuart McGowan	1,400,000
21 Mr Kurt Josef Lingohr and Mrs Lucy Lingohr (Lingo Superfund A/C)	1,930,298
22 Mr Llam Owen Daley	1,000,975
23 Mr Mathew Benjamin Emy	1,986,790
24 Mr Nicholas Graetz	838,000
25 Mr Paul Joseph Coombe	1,730,100
26 Mr Paul Venda Divin	3,692,096
27 Mr Peter Paul Kozłowski	1,249,796
28 Mr Peter Vidotto	1,020,000
29 Mr Robert David Lurle (The RDL A/C)	4,134,500
30 Mr Simon Guarino	800,000
31 Mr Steven Paul Loveless	5,100,000
32 Mr Warren John Quinn	4,327,885
33 Mrs Natalle McPherson	4,000,000
34 PAUL HAYWARD INVESTMENTS PTY LTD (Hayward SF A/C)	1,000,000
35 Swannles Pty Ltd 36 Yuqi Zhang Goeree	470,000
	15,000,000

95,552,761

ý.

This Is Annexure 1 of 1 page referred to in Form 603 Notice of Initial substantial holder Andrew Graham Palleşon

AG Pallega

Signature

Fre $6.9.2019.$ Date: