Celsius Resources Limited — Share Issue/Capital Change 2021

Dec 1, 2021

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Announcement Summary

Entity name

CELSIUS RESOURCES LIMITED.

Date of this announcement

Thursday December 02, 2021

The +securities the subject of this notification are:

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+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

Total number of +securities to be issued/transferred

		Total number of
ASX +security		+securities to be
code	Security description	issued/transferred	Issue date
New class - code	Director Performance Rights: Milestone 1	2,500,000	02/12/2021
to be confirmed
New class - code	Director Performance Rights: Milestone 2	2,500,000	02/12/2021
to be confirmed
New class - code	Director Performance Rights: Milestone 3	2,500,000	02/12/2021
to be confirmed

Refer to next page for full details of the announcement

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 1 - Entity and announcement details

1.1 Name of entity

CELSIUS RESOURCES LIMITED.

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type

ABN

Registration number

95009162949

1.3 ASX issuer code

CLA

1.4 The announcement is

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New announcement

1.5 Date of this announcement

2/12/2021

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Part 2 - Issue details

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2.1 The +securities the subject of this notification are:

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+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

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does not have an existing ASX security code ("new class")

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 3C - number and type of +securities the subject of this notification (new class) where issue has not previously been notified to ASX in an Appendix 3B

ASX +security code +Security description New class - code to be confirmed Director Performance Rights: Milestone 1 +Security type ISIN code Other

Date the +securities the subject of this notification were issued 2/12/2021

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate? Yes

Provide details of the KMP or +associates being issued +securities.

Name of KMP	Name of registered holder	Number of +securities
Mr. Blair Sergeant	Rio Super Pty Ltd	2,500,000

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued. https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02437953-6A1056870?access_token=8 3ff96335c2d45a094df02a206a39ff4

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02437953-6A1056870?access_token=8 3ff96335c2d45a094df02a206a39ff4

Any other information the entity wishes to provide about the +securities the subject of this notification

Milestone 1: Which will vest after the Company announces completion of a positive Scoping Study in relation to its MGB Copper/Gold Project and a successful capital or equity raise both by 17 March 2022

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Issue details

Number of +securities

2,500,000

ASX +security code +Security description New class - code to be confirmed Director Performance Rights: Milestone 2 +Security type ISIN code Other

Date the +securities the subject of this notification were issued

2/12/2021

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate? Yes

Provide details of the KMP or +associates being issued +securities.

Name of KMP Name of registered holder Number of +securities Mr. Blair Sergeant Rio Super Pty Ltd 2,500,000 Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued. https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02437953-6A1056870?access_token=8 3ff96335c2d45a094df02a206a39ff4

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02437953-6A1056870?access_token=8 3ff96335c2d45a094df02a206a39ff4

Any other information the entity wishes to provide about the +securities the subject of this notification

Tranche 2: Which will vest when the Company¿s share price, as quoted on the ASX, achieves a 20-day consecutive VWAP of $0.11 per share, by 17 March 2022

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Issue details

Number of +securities

2,500,000

ASX +security code New class - code to be confirmed	+Security description Director Performance Rights: Milestone 3
+Security type	ISIN code
Other

Date the +securities the subject of this notification were issued

2/12/2021

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate? Yes

Provide details of the KMP or +associates being issued +securities.

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Name of KMP Name of registered holder Number of +securities
Mr. Blair Sergeant Rio Super Pty Ltd 2,500,000
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being
issued.
https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02437953--api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02437953-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02437953--gateway/ASX/asx-research/1.0/file/2924-02437953-gateway/ASX/asx-research/1.0/file/2924-02437953--research/1.0/file/2924-02437953-research/1.0/file/2924-02437953--02437953-02437953--6A1056870?access_token=8
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Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued. https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02437953--api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02437953-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02437953--gateway/ASX/asx-research/1.0/file/2924-02437953-gateway/ASX/asx-research/1.0/file/2924-02437953--research/1.0/file/2924-02437953-research/1.0/file/2924-02437953--02437953-02437953--6A1056870?access_token=8 3ff96335c2d45a094df02a206a39ff4

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02437953-6A1056870?access_token=8 3ff96335c2d45a094df02a206a39ff4

Any other information the entity wishes to provide about the +securities the subject of this notification

Tranche 3: Which will vest after the Company announces completion of a Definitive Feasibility Study, as defined under the JORC Code, at its MCB Copper/Gold Project, by 17 March 2024

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Issue details

Number of +securities

2,500,000

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +Securities (Total number of each +class of +securities quoted)

	Total number of
ASX +security code and description	+securities on issue
CLA : ORDINARY FULLY PAID	1,047,228,081
4.2 Unquoted +Securities (Total number of each +class of +securities issued but not	quoted on ASX)
	Total number of
ASX +security code and description	+securities on issue
CLAAC : OPTION EXPIRING 04-AUG-2023 EX $0.012	50,000,000
CLAAF : PERFORMANCE RIGHTS MILESTONE 1	4,250,000
CLAAD : PERFORMANCE RIGHTS MILESTONE 4	4,400,000
CLAAG : PERFORMANCE RIGHTS MILESTONE 2	3,600,000
CLAAH : PERFORMANCE RIGHTS MILESTONE 3	5,400,000
New class - code to be confirmed : Director Performance Rights: Milestone 1	2,500,000
New class - code to be confirmed : Director Performance Rights: Milestone 2	2,500,000
New class - code to be confirmed : Director Performance Rights: Milestone 3	2,500,000

4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? No

5.2 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? Yes

5.2a Date of meeting or proposed meeting to approve the issue under listing rule 7.1

18/11/2021

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