Celsius Resources Limited — Share Issue/Capital Change 2023

Apr 27, 2023

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

Friday April 28, 2023

The +securities the subject of this notification are: Other

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	Warrants exercisable at GBP0.008 each on or	12,500,000	28/04/2023
to be confirmed	before 5 years from date of issue
New class - code	Warrants exercisable at GBP0.008 each on or	10,000,000	28/04/2023
to be confirmed	before 3 years from date of issue
New class - code	Warrants exercisable at GBP0.008 each on or	13,500,000	28/04/2023
to be confirmed	before 3 years from date of issue

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

28/4/2023

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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

Please specify

Please refer to the Appendix 3B lodged on 31 January 2023.

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")

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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

New +securities

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----- Start of picture text -----

ASX +security code +Security description
New class - code to be confirmed Warrants exercisable at GBP0.008 each on or before 5
years from date of issue
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ASX +security code New class - code to be confirmed	+Security description Warrants exercisable at GBP0.008 each on or before 5 years from date of issue
+Security type	ISIN code
Other
Date the +securities the subject of this	notification were issued
28/4/2023
Will all the +securities issued in this class rank equally in all respects from their issue date?
Yes

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued. Please refer to https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02639874-6A1139393?a ccess_token=83ff96335c2d45a094df02a206a39ff4 for further information.

Any other information the entity wishes to provide about the +securities the subject of this notification None.

Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including why the issue of the +securities has not been previously announced to the market in an Appendix 3B

Please refer to the Appendix 3B lodged on 31 January 2023.

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

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Issue details

Number of +securities

12,500,000

Were the +securities issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Part consideration for corporate advisory fees in connection with the AIM Listing of the Company.

Purpose of the issue

To pay for services rendered

Additional Details

Refer to the ASX announcements lodged on 31 January 2023 for further information.

New +securities

ASX +security code +Security description New class - code to be confirmed Warrants exercisable at GBP0.008 each on or before 3 years from date of issue +Security type ISIN code Other Date the +securities the subject of this notification were issued 28/4/2023

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

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued. Please refer to https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02639874-6A1139393?a ccess_token=83ff96335c2d45a094df02a206a39ff4 for further information.

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

None.

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

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Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including why the issue of the +securities has not been previously announced to the market in an Appendix 3B

Refer to the ASX announcements lodged on 31 January 2023 for further information.

Issue details

Number of +securities

10,000,000

Were the +securities issued for a cash consideration?

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No

Please describe the consideration being provided for the +securities

Part remuneration for Director's fees conditional on the Company's admission to the AIM Market of the London Stock Exchange.

Purpose of the issue

To pay for services rendered

Additional Details

Refer to the ASX announcements lodged on 31 January 2023 for further information.

New +securities

ASX +security code +Security description

New class - code to be confirmed Warrants exercisable at GBP0.008 each on or before 3 years from date of issue

+Security type

ISIN code

Other

Date the +securities the subject of this notification were issued

28/4/2023

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

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Yes

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued. Please refer to https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02639874-6A1139393?a ccess_token=83ff96335c2d45a094df02a206a39ff4 for further information.

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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Any other information the entity wishes to provide about the +securities the subject of this notification None.

Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including why the issue of the +securities has not been previously announced to the market in an Appendix 3B

• The issue of these securities was announced on 31 January 2023. Please refer to https://cdn api.markitdigital.com/apima n-gateway/ASX/asx-research/1.0/file/2924-02626281-6A1134151?access_token=83ff96335c2d45a094df02a206a39ff4 for further information.

Issue details

Number of +securities

13,500,000

Were the +securities issued for a cash consideration?

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No

Please describe the consideration being provided for the +securities

Part consideration for sub-broker fees in connection with the AIM Listing of the Company.

Purpose of the issue

To pay for services rendered

Additional Details

Refer to the ASX announcements lodged on 31 January 2023 for further information.

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	1,872,718,329
CLAO : OPTION EXPIRING 22-MAR-2024	325,304,915

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	37,000,000
CLAAD : PERFORMANCE RIGHTS MILESTONE 4	4,400,000
New class - code to be confirmed : Warrants exercisable at GBP0.008 each on or before 5	12,500,000
years from date of issue
New class - code to be confirmed : Warrants exercisable at GBP0.008 each on or before 3	10,000,000
years from date of issue
New class - code to be confirmed : Warrants exercisable at GBP0.008 each on or before 3	13,500,000
years from date of issue

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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

5/4/2023

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