Celsius Resources Limited — Share Issue/Capital Change 2013

Oct 23, 2013

24 October 2013

The Manager

Announcements

Company Announcements Office Australian Stock Exchange Limited PO Box H224 Australia Square SYDNEY NSW 2000

Dear Sir/Madam,

Appendix 3B

Please find attached an Appendix 3B which provides for the following:

• Conversion of Options into Shares

• Issue of Employee Options

• Previous Issue of Convertible Notes

• Cancellation of Class A Options

Yours faithfully,

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Ranko Matic Non- Executive Director Company Secretary

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Celsius Coal Limited

ABN

95 009 162 949

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to a. Ordinary Shares be issued b. Employee Options c. Convertible notes d. Class A Options 2 Number of[+] securities issued or a. 5,000,000 to be issued (if known) or b. 5,000,000 maximum number which may c. 20 be issued d. (25,000,000) 3 Principal terms of the a. Fully Paid Ordinary Shares +securities (e.g. if options, b. Unlisted Employee Options exercisable exercise price and expiry date; if partly paid +securities, the at $0.02 each and expiring 24/10/2016 c. Unlisted Convertible Notes with a face amount outstanding and due value of $100,000 each. Full terms as dates for payment; if +convertible securities, the per attached Annexure 2. conversion price and dates for d. Unlisted Class A Options exercisable at conversion) $0.02 each and expiring 31/10/2014. These options are to be cancelled.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

4 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted+securities? If the additional+securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	a. Yes b. N/A c. N/A d. N/A
	a. $0.01 cents per share b. Nil c. $2,000,000 d. n/a
	a. Exercise of 5,000,000 options expiring 31 March 2014 b. Issued under the Company’s Employee Incentive Option plan approved at General Meeting 4 October 2012 c. The funds raised are to be used in the development of the Group’s projects as well as provide for any working capital required. d. Cancellation of options issued to Grant Thomas in October 2012 under the terms of his executive services agreement which provides that these options are to be cancelled upon cessation of employment with the Group within 2 years.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements	Yes
	28 November 2012
	a. Nil b. Nil c. Nil d. n/a
	Nil
	Nil
	a. 5,000,000 b. 5,000,000 c. Nil d. n/a
	n/a
	n/a

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	Under 7.1 – 229,246,459 Under 7.1A – 199,497,639	Under 7.1 – 229,246,459 Under 7.1A – 199,497,639
	a. 24 October 2013 b. 24 October 2013 c. 26 September 2013 d. N/A
	Number	+Class
	1,994,976,397	Ordinary Fully Paid Shares
9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class
	155,000,000 5,000,000 20,000,000 2,000,000	Unlisted Options exercisable at 1 cent each and expiring on 31 March 2014 Unlisted Class A Options exercisable at 2 cents each and expiring on 31 October 2014 Unlisted Class C Options exercisable at 2 cents each and expiring 21 February 2015 Unlisted Employee Options exercisable at 2 cents each and expiring 21 February 2016

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

205,400,000	Class A Performance
	Shares
205,400,000	Class B Performance
	Shares
205,400,000	Class C Performance
	Shares
155,400,000	Class D Performance
	Shares
155,400,00	Class E Performance
	Shares
25,000,000	Class A Performance
	Rights
25,000,000	Options exercisable
	at $0.025 and
	expiring 10/4/16
15,000,000	Options exercisable
	at $0.020 and
	expiring 20/5/16
15,000,000	Options exercisable
	at $0.035 and
	expiring 20/5/16
15,000,000	Options exercisable
	at $0.050 and
	expiring 20/5/16
5,000,000	Unlisted Employee
	Options exercisable
	at 2 cents each and
	expiring 24 October
	2016
20	Convertible notes
	with a face value of
	$100,000 each
	convertible at the 20
	dayVWAP

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) Part 2 - Pro rata issue 11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue	No dividend policy established as the Company is still in exploration phase
	Not applicable

• See chapter 19 for defined terms.

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23	Fee or commission payable to the
	broker to the issue
24	Amount of any handling fee
	payable to brokers who lodge
	acceptances or renunciations on
	behalf of security holders
25	If the issue is contingent on
	security holders’ approval, the
	date of the meeting
26	Date entitlement and acceptance
	form and offer documents will be
	sent to persons entitled
27	If the entity has issued options,
	and the terms entitle option
	holders to participate on
	exercise, the date on which
	notices will be sent to option
	holders
28	Date rights trading will begin (if
	applicable)
29	Date rights trading will end (if
	applicable)
30	How do security holders sell
	their entitlements_in full_through
	a broker?
31	How do security holders sell_part_
	of their entitlements through a
	broker and accept for the
	balance?
32	How do security holders dispose
	of their entitlements (except by
	sale through a broker)?
33	+Issue date

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1

• (b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of[+] securities for which +quotation is sought

39 +Class of +securities for which quotation is sought

• See chapter 19 for defined terms.

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40 Do the[+] securities rank equally in all respects from the[+] issue date with an existing[+] class of quoted +securities? If the additional[+] securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

 the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another[+] security, clearly identify that other[+] security)

Number +Class

42

Number and +class of all +securities quoted on ASX ( including the[+] securities in clause 38)

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

  • Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here: ............................................................ Date: 24/10/13 (Non-Executive Director & Company secretary)

Print name: Ranko Matic

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid+ordinary securities on issue 12 months before the +issue date or date of agreement to issue	1,231,953,670
Addthe following: • Number of fully paid+ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid+ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid+ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	Nil 500,000,000 (SH approved 4/10/12) 15,000,000 (SH approved 4/10/12) 5,750,000 (SH approved 23/1/13) 227,272,727 (SH ratified 17/5/13) 5,000,000 (Options exercised 6/8/13) 5,000,000 (Options exercised 9/9/13) 5,000,000 (Options exercised 24/10/13)
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	Nil
“A”	1,994,976,397

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	299,246,459
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	25,000,000 (options 10/4/13) 45,000,000 (options 20/5/13)
“C”	70,000,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	299,246,459
Subtract“C” Note: number must be same as shown in Step 3	70,000,000
Total[“A” x 0.15] – “C”	229,246,459 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 1,994,976,397 Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10

Note: this value cannot be changed Multiply “A” by 0.10 199,497,639

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities – not just ordinary securities

• • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• • It may be useful to set out issues of securities on different dates as separate line items

• “E” Nil

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	199,497,639
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	199,497,639 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Appendix 3B – Annexure 2

Convertible Note Facility – the Company may drawdown between A$3 million to A$5 million (at the Company’s option) after 30 June 2013 from Blumont and in return Blumont will be issued Convertible Notes from the Company (Convertible Notes) (Convertible Note Facility). The first A$3 million in aggregate is to be drawn down prior to 31 December 2013. The Convertible Notes will carry interest at the rate of 12.5% per annum payable half-yearly. The Convertible Notes will be convertible into Shares based at the 20 trading day VWAP prior to conversion and subject to a floor price of A$0.025 per Share and a cap of A$0.030 per Share. Blumont will have the right to call conversion anytime after issuance and the Company will have the right to call conversion anytime from 12 months after issuance, with any conversion subject to the condition that it does not result in a voting interest exceeding 20% of Celsius.

1. RIGHTS AND LIABILITIES ATTACHING TO THE CONVERTIBLE NOTES

The following is a summary of the rights and liabilities attaching to the Convertible Notes:

(a) Facility Limit

A$5,000,000.

(b) Minimum Drawdown

A$3,000,000 prior to 31 December 2013.

(c) Term

Beginning 1 July 2013 and ceasing on the earlier of:

• i. that date which is ten (10) years from the date of issue of the first Convertible Note; and

• ii. that date upon which an event of default occurs in accordance with the terms of the Convertible Note Facility (Repayment Date).

• iii. Interest

• iv. 12.5% per annum payable in 6 monthly instalments (on the 6 month and 12 month anniversary of the issue date).

• v. Prior to each interest payment date, the noteholder (Noteholder) may elect for interest to be paid in cash or Shares, but if no election is made, the Company may make the determination on the Noteholder’s behalf.

(d)

Security

Unsecured and will rank equally with all other unsecured creditors of the Company.

(e)

Conversion

• See chapter 19 for defined terms.

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• i. The Noteholder will be entitled to convert all or a portion of the Convertible Notes together with any accrued interest (if applicable) into Shares by delivering a conversion notice to the Company at any time prior to the Repayment Date.

• ii. The Company will apply for quotation of the Shares issued on conversion of the Convertible Notes. The Convertible Notes themselves will not be quoted on the ASX.

• iii. Shares issued on conversion (including in respect of accrued interest) will rank equally with all other Shares on issue in the Company.

• iv. Each Convertible Note and, where applicable, any accrued interest will convert into Shares at the following conversion price:

• A. with respect to the face value of each Convertible Note, the 20 trading day VWAP, subject to a floor price of $0.025 per Share and a cap of $0.03 per Share; and

• B. in respect of any accrued interest, $0.0275 per Share;

• v. Following the date which is 12 months from the date the Minimum Drawdown has occurred, the Company may elect for the Noteholder to convert any or a portion of the outstanding Convertible Notes (and accrued interest) into Shares.

(f) Voting Power Restriction

The Noteholder will not be entitled to convert any Convertible Notes (or accrued interest) into Shares to the extent that the voting power of the Noteholder would exceed 20% in the Company.

(g) Transferability

Convertible Notes can be transferred but will not be quoted on ASX.

(h) Bonus Issues

The Convertible Notes will entitle the Noteholder to participate in any prorata bonus issues undertaken by the Company, such additional Shares to be issued to the Noteholder (the subject of the bonus issue) following the conversion of the respective Convertible Notes.

(i) Reconstructions

In the event of a reconstruction of the capital of the Company, such as a consolidation, subdivision, reduction, return or scheme of arrangement, a proportionate adjustment will be made to the Convertible Notes on that same basis.

(j) Participation in New Issues

A Convertible Note does not confer any rights to participate in new issues of Shares without converting that Convertible Note.

• See chapter 19 for defined terms.

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(k) Redemption

Any Convertible Notes outstanding at the maturity date, and which are not then subject to a conversion notice, are to be redeemed. The redemption payment is to be in Australian dollars, inclusive of capitalised interest.

1. RIGHTS AND LIABILITIES ATTACHING TO THE SHARES ISSUED ON CONVERSION

The following is a summary of the more significant rights attaching to Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of shareholders of the Company (Shareholders). To obtain such a statement, persons should seek independent legal advice.

Full details of the rights attaching to Shares are set out in the Company’s Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours.

(l) General meetings

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company. Shareholders may requisition meetings in accordance with Section 249D of the Corporations Act and the Constitution.

(m) Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of Shares, at general meetings of Shareholders or classes of Shareholders:

• i. each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;

• ii. on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and

• iii. on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the Share, but in respect of partly paid Shares shall have such number of votes as bears the same proportion to the total of such Shares registered in the Shareholder’s name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).

• (n)

Dividend rights

Subject to the rights of any preference Shareholders and to the rights of the holders of any shares created or raised under any special arrangement as to dividend, the Directors may from time to time declare a dividend to be paid to the Shareholders entitled to the dividend which

• See chapter 19 for defined terms.

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shall be payable on all Shares according to the proportion that the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) in respect of such Shares.

The Directors may from time to time pay to the Shareholders any interim dividends as they may determine. No dividend shall carry interest as against the Company. The Directors may set aside out of the profits of the Company any amounts that they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied.

Subject to the ASX Listing Rules and the Corporations Act, the Company may, by resolution of the Directors, implement a dividend reinvestment plan on such terms and conditions as the Directors think fit and which provides for any dividend which the Directors may declare from time to time payable on Shares which are participating Shares in the dividend reinvestment plan, less any amount which the Company shall either pursuant to the Constitution or any law be entitled or obliged to retain, be applied by the Company to the payment of the subscription price of Shares.

(o)

Winding-up

If the Company is wound up, the liquidator may, with the authority of a special resolution of the Company, divide among the shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.

The liquidator may, with the authority of a special resolution of the Company, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any Shares or other securities in respect of which there is any liability.

(p)

Shareholder liability

As the Shares under the Prospectus are fully paid shares, they are not subject to any calls for money by the Directors and will therefore not become liable for forfeiture.

(q) Transfer of Shares

Generally, Shares are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act or the ASX Listing Rules.

(r)

Variation of rights

Pursuant to Section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to Shares.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

If at any time the share capital is divided into different classes of Shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not the Company is being wound up, may be varied or abrogated with the consent in writing of the holders of three-quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

(s) Alteration of Constitution

The Constitution can only be amended by a special resolution passed by at least three quarters of Shareholders present and voting at the general meeting. In addition, at least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given.

• See chapter 19 for defined terms.

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