Celsius Resources Limited Regulatory News (CLA)

ASX/AIM RELEASE

16 MAY 2025

Completion of Tranche 2 Placement and Cleansing Notice

Celsius Resources Limited (Celsius or CLA) (ASX, AIM:CLA) confirms that it has completed tranche 2 of the placement announced on 10 March 2025 ("Placement"). Tranche 2 raised gross proceeds of approximately A$1.748 million via the placement of 227,917,252 fully paid ordinary shares in the Company ("Shares") at A$0.008 per Share to new and existing shareholders, and institutional investors.

The Shares were issued as a result of shareholder approval received at the General Meeting held on 28 April 2025 ("General Meeting") for tranche 2 of the Placement, and for the participation by related parties on the same terms as the Placement. The Company expects to complete the issue of the free-attaching options and broker options approved at the General Meeting ("Options")[1] on or around 19 May 2025, subject to meeting ASX quotation requirements.

The Shares, which rank pari passu with existing ordinary shares, are today being admitted to trading on AIM ("Admission"). 

An Appendix 2A for the Shares will be lodged separately.

Notice pursuant to Section 708A(5)(e) of the Corporations Act 2001

For the purposes of section 708A(6) of the Corporations Act, the Company gives notice under section 708A(5)(e) of the Corporations Act as follows:

a) the Company issued the Shares without disclosure to investors under Part 6D.2 of the Corporations Act;

b) as at the date of this notice the Company has complied with:

i) the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and

ii) sections 674 and 674A of the Corporations Act; and

c) as at the date of this notice, there is no excluded information of the type referred to in sections 708A(7) and 708A(8) of the Corporations Act, that is required to be set out in the notice under section 708A(6)(e) of the Act.

This announcement has been authorised by the Board of Directors of Celsius Resources Limited.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018.

Celsius Resources Contact Information

Level 5, 191 St. Georges Terrace

Perth WA 6000

PO Box 7059

Cloisters Square PO

Perth WA 6850

P: +61 8 9324 4516

E: info@celsiusresources.com.au

W: www.celsiusresources.com

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated Adviser and is authorised and regulated by FCA. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this announcement or any matter referred to in it.

Forward Looking Statements

Some of the statements appearing in this announcement may be in the nature of forward-looking statements. You should be aware that such statements are only predictions and are subject to inherent risks and uncertainties. Those risks and uncertainties include factors and risks specific to the industries in which the Company operates and proposes to operate as well as general economic conditions, prevailing exchange rates and interest rates and conditions in the financial markets, among other things. Actual events or results may differ materially from the events or results expressed or implied in any forward-looking statement.

No forward-looking statement is a guarantee or representation as to future performance or any other future matters, which will be influenced by a number of factors and subject to various uncertainties and contingencies, many of which will be outside the Company's control. There can be no assurance that the plans of the directors and management of Celsius will proceed as currently expected or will ultimately be successful.

The Company does not undertake any obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after today's date or to reflect the occurrence of unanticipated events. No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions or conclusions contained in this announcement. To the maximum extent permitted by law, none of the Company's Directors, employees, advisors, or agents, nor any other person, accepts any liability for any loss arising from the use of the information contained in this announcement. You are strongly cautioned not to place undue reliance on any forward-looking statement, including in respect of the financial or operating outlook for Celsius. The forward-looking statements in this announcement reflect views held only as at the date of this announcement.