Celsius Resources Limited Regulatory News (CLA)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR A SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY SUCH OFFER, SOLICITATION OR COMMITMENT WHATSOEVER IN ANY OF THOSE JURISDICTIONS.

Celsius Resources Limited

("Celsius" or the "Company")

Result of Placing

Celsius (AIM:CLA), is pleased to announce that, further to its announcement of 4.30 p.m today, it has successfully completed and closed the Placing to raise gross proceeds of approximately £1 million.

The Placing has raised, in aggregate, gross proceeds of approximately £1 million through the placing of 162,308,329  new Ordinary Shares ("Placing Shares") to certain institutional and other investors at a price of 0.6 pence per share.

The Placing Shares will be issued on or around 18 April 2024, all shares will be under the Company's pre existing share capital authorities. The Placing Shares will be issued fully paid and will rank pari passu in all respects with the Company's existing Ordinary Shares.

The net proceeds of the Placing received by the Company will be used to:

Reasons for the Placing and Use of Proceeds

The Company is undertaking the Placing to progress its corporate and operational strategy and the net proceeds will therefore be applied towards:

· Early development works at the MCB Project;

· Permitting costs at the Sagay Copper-Gold Project;

· Exploration costs at the Botilao Copper-Gold Prospect; and

· General working capital

Admission and Total Voting Rights

Application has been made to the London Stock Exchange for admission of the Placing Shares to trading on AIM (the "Admission"). It is expected that Admission will become effective and dealings in the Placing Shares will commence at 8.00 a.m. on or around 18 April 2024.

Admission is conditional, inter alia, upon the Admission becoming effective and the Placing Agreement being executed and not having been terminated and becoming unconditional in respect of the Placing Shares. The Placing does not require Shareholder approval as the Placing Shares will be issued pursuant to the Company's pre-existing share capital authorities granted at its previous general meeting.

Following Admission, the total number of Ordinary Shares in the capital of the Company in issue will be 2,408,359,991 Ordinary Shares with voting rights. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company's share capital.

Capitalised terms used but not defined in this announcement have the meanings given to them in the Company's announcement released this morning in respect of the Placing unless the context provides otherwise.

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated Adviser and is authorised and regulated by the 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 other 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.