Celsius Resources Limited — Share Issue/Capital Change 2013

Feb 24, 2013

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

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 be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	(a) Ordinary Shares (b) Performance Rights – Class A (c) Options – Class C (d) Options – Employee
	(a) 5,750,000 (b) 25,000,000 (c) 20,000,000 (d) 2,000,000
	(a) Fully Paid (b) Refer to attached terms and conditions in Schedule 1 (c) Unlisted Class C options exercisable at 2 cents and expiring 21 February 2015 (d) Unlisted Employee Options exercisable at 2 cents and expiring 21 February 2016

• See chapter 19 for defined terms.

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4 Do the+securities rank equally in all respects from the date of allotment 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) 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	(a) Yes (b) n/a (c) n/a (d) n/a
	(a) deemed issue price of 2 cents per share (b) nil (c) nil (d) nil
	(a), (b), (c) Issued to Alexander Molyneux as approved by shareholders on the 23rd January 2013 (d) Issued to employees under Employee Option Plan approved by shareholders on 4thOctober 2012.
	Yes
	28 November 2012

• See chapter 19 for defined terms.

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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 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 Dates of entering +securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)	nil
	nil
	(a) 5,750,000 (b) 25,000,000 (c) 20,000,000 (d) 2,000,000
	nil
	n/a
	n/a
	n/a
	21 February 2013
	Number	+Class
	1,752,703,670	Ordinary Fully Paid Shares

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	170,000,000 30,000,000 20,000,000 2,000,000 205,400,000 205,400,000 205,400,000 155,400,000 155,400,00 25,000,000	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 Class A Performance Shares Class B Performance Shares Class C Performance Shares Class D Performance Shares Class E Performance Shares Class A Performance Rights
	No dividend policy established as the Company is still in exploration phase

• See chapter 19 for defined terms.

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Part 2 - Bonus issue or 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 issue 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 23 Fee or commission payable to the broker to the issue	Not Applicable

• See chapter 19 for defined terms.

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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 prospectus or Product
	Disclosure Statement 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	+Despatch date

• See chapter 19 for defined terms.

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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 date of allotment 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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• 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 not available now, 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.

==> picture [102 x 39] intentionally omitted <==

Sign here: ............................................................ Date: 25/02/2013 (Non-Executive Director & Company secretary) Print name: Ranko Matic

== == == == ==

• See chapter 19 for defined terms.

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SCHEDULE 1– TERMS OF THE PERFORMANCE RIGHTS

1. The Performance Rights will be issued under the Company’s Employee Performance Rights Plan.

2. Unless the Board determines otherwise, any unvested Performance Rights will immediately lapse if the Executive is no longer employed by the Company or one of its Related Bodies Corporate.

3. The Performance Rights will be split into 3 equal tranches of 25 million rights, with 25 million Performance Rights being issued immediately following shareholder approval by the Company’s shareholders in general meeting and thereafter 25 million Performance Rights being issued on the next two anniversaries of the Executive’s employment. Upon achievement of the vesting criteria, the Performance Rights will automatically convert into fully paid ordinary shares in the Company.

4. The KPIs for the first set out Performance Rights is below. This is year 1. In subsequent years, the KPIs will be set by the Remuneration Committee but will be largely consistent with the KPIs below (but with harder targets) and the length of service will be 24 months and 36 months respective for the next two tranches of 25 million Performance Rights.

Rights.
Number of Performance Rights	Vesting Condition	Length of Service
1,250,000	Both: 1. Social responsibility: create and implement social strategy. 2. Environment: no breaches.	12 months
1,250,000	Safety: (i) implement safety policy; and (ii) 'world class' lost time injury frequency rate (ie, <1.5 LTIFR per 100,000 man hours)	12 months
1,250,000	Strategy: (i) prepare business plans and budgets for board review and approval; (ii) analyse the potential market for Celsius' coal and prepare marketing plan; (iii) complete a review of infrastructure options, together with a plan for transporting coal from the Kyrgyz project to end markets.	12 months
1,250,000	Complete an equity raising of at least $5 million at a price satisfactory to the Board.	12 months

• See chapter 19 for defined terms.

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1,500,000	Complete an equity raising of at least $5 million at a price equal to or greater than 150% above the last capital raising price (i.e. 3 cents).	12 months
2,750,000	Initiate relationships with key potential partners and execute at least one MOU (or equivalent) that is announced to ASX.	12 months
1,250,000	During the first three (3) months following the Commencement Date, the VWAP for the Company’s shares as traded on ASX being equal to or exceeds $0.04.	12 months
1,250,000	During the second three (3) months following the Commencement Date, the VWAP for the Company’s shares as traded on ASX being equal to or exceeds $0.04.	12 months
1,250,000	During the third three (3) months following the Commencement Date, the VWAP for the Company’s shares as traded on ASX being equal to or exceeds $0.04.	12 months
1,250,000	During the fourth three (3) months following the Commencement Date, the VWAP for the Company’s shares as traded on ASX being equal to or exceeds $0.04.	12 months
5,000,000	Enterprise value/resource as at 12 month anniversary exceeding the average across the “Basket”.	12 months
5,000,000	Share price performance of CLA as at the 12 month anniversary exceeding the average across the “Basket”.	12 months
25,000,000

The “Basket” of comparable companies for the purposes set out above will, in the first 12 months, be:

• Aspire Mines (ASX: AKM)

• Xanadu Mines (ASX: XAM)

• Guildford Coal (ASX: GUF)

• Mongolia Energy (HKEX: 276)

• Kaisun Energy (HKEX: 8203)

• Modun Resources (ASX: MOU)

• Draig Resources (ASX: DRG)

• Newera Resources (ASX: NRU)

• See chapter 19 for defined terms.

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The “Basket” of companies will be reviewed annually by the Remuneration Committee.

In the event of a Change of Control, any unvested Performance Rights (which have not lapsed prior) shall immediately vest.

Appendix 3B – Annexure 1

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

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

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

Insert number of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue

Add the 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

• See chapter 19 for defined terms.

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securities on different dates as separate line items Subtract the number of fully paid ordinary securities cancelled during that 12 month period “A”

• 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
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
“C”
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
Subtract“C” Note: number must be same as shown in Step 3
Total[“A” x 0.15] – “C”	[Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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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” 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

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”

• 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

“A” x 0.10 Note: number must be same as shown in Step 2 Subtract “E” Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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