Proposed Placing to raise approximately £1 million

Celsius Resources Limited ("CLA" or "Celsius") (ASX, AIM: CLA)is pleased to announce its intention to raise gross proceeds of approximately £1 million by means of a placing (the "Placing") of new Ordinary Shares (the "Placing Shares") at a price of 0.6 pence per share (the "Placing Price"), with one free-attaching unlisted warrant for each Placing Share subscribed for, expiring on 31 December 2026 with an exercise price of 0.9 pence each (the "Placing Warrants").

The Placing Price represents a discount of approximately 17.24 per cent. to the Closing Price of 0.725 pence per Ordinary Share on 11 April 2024, being the latest practicable business day prior to the publication of this Announcement.

Placing Summary

• Placing to raise approximately £1m (before expenses) through the issue of approximately 164,808,329 Placing Shares at the Placing Price.
• Placing to be conducted via an accelerated bookbuild process launching today.
• The Placing Shares, assuming full take-up of the Placing, will represent approximately 6.84 per cent of the Enlarged Issued Share Capital.
• The net proceeds of the Placing will be applied to deliver the Company's work programme as further detailed below, and for working capital purposes.

The Placing

The Company intends to issue 164,808,329 Placing Shares and 164,808,329 free attaching unlisted warrants, to raise gross proceeds of approximately £1m, to participants in the Placing. The Placing Shares are expected to be admitted to trading on AIM on or around 18 April 2024.

W H Ireland Limited ("WH Ireland") is acting as sole bookrunner in connection with the Placing. The Placing Shares are being offered by way of an accelerated bookbuild (the "Bookbuild"), which will be launched immediately following this Announcement, in accordance with the terms and conditions set out in Appendix II to this Announcement.

Admission of the Placing Shares is conditional, inter alia, upon the placing agreement dated 12 April 2024 between the Company and WH Ireland (the "Placing Agreement") not having been terminated and becoming unconditional in respect of such shares.

The Placing is conditional upon, amongst other things:

• admission of the Placing Shares becoming effective by no later than 8.00 a.m. on 18 April 2024 (or such later time and / or date as the Company and WH Ireland shall agree, not being later than 18 May 2024);
• the delivery by the Company to WH Ireland of certain documents required under the Placing Agreement;
• the Placing Agreement not having been terminated by WH Ireland in accordance with its terms.

The timing of the closure of the Bookbuild and the allocation of the Placing Shares to be issued at the Placing Price are to be determined at the discretion of the Company and WH Ireland.

The Company also notes that Silvercorp Metals, Inc. ("Silvercorp") has participation rights under the subscription agreement it signed with the Company on 15 May 2023. These rights allow Silvercorp to invest on the same terms as other placees in the Placing. A further announcement will be made in due course, if Silvercorp opts to take up these rights.

Terms of the Placing Warrants

The Placing Warrants are exercisable at any time until 31 December 2026 at a price of 0.9 pence per Ordinary Share. The warrant certificates will be issued by the Company to the respective investors after the date of admission (which is expected to become effective on or around 18 April 2024).

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 to trading

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

Additional Information

Pursuant to the Placing Agreement, WH Ireland, as agent for the Company, have conditionally agreed to use reasonable endeavours to procure subscribers at the Placing Price for the Placing Shares.

WH Ireland intends to conditionally place the Placing Shares with investors at the Placing Price.

The Company intends to issue approximately 164,808,329 Placing Shares, to raise gross proceeds of approximately £1m, pursuant to the Placing. The Placing Shares are expected to be admitted to trading on AIM on or around 18 April 2024 (or such later date and / or time as WH Ireland and the Company may agree, being no later than 8.00 a.m. on 18 May 2024).

WH Ireland (acting in good faith) has the right to terminate the Placing Agreement in certain circumstances prior to Admission, including (but not limited to): in the event that there is a breach, or an alleged breach, of any of the warranties set out in the Placing Agreement or there is a Material Adverse Change. WH Ireland may also terminate the Placing Agreement if there has been a material adverse change in certain international financial markets, a suspension or material limitation in trading on certain stock exchanges or a material disruption in commercial banking or securities settlement or clearance which, in the opinion of WH Ireland (acting in good faith), makes it impractical or inadvisable to proceed with the Placing. If this termination right is exercised or if the conditionality in the Placing Agreement is not satisfied, the Placing will not proceed.

Placing Shares

Application has been made to London Stock Exchange for admission of the Placing Shares to trading on AIM.

It is expected that Admission will take place on or around 8.00 a.m. on 18 April 2024 and that dealings in the Placing Shares on AIM will commence at the same time.

APPENDIX I

Definitions

APPENDIX II

Information to Distributors

Details of the Placing Agreement and the Placing Shares

Application for admission to trading on AIM

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

Placing

The principal terms of the Placing are as follows:

• WHI is arranging the Placing as agent for, and broker of, the Company.
• Allocations of the Placing Shares to Placees and as between the tranches of the Placing will be determined by WHI, following consultation with the Company. Each Placee's allocation will be confirmed to Placees orally, or by email, by WHI following the close of the Placing and a trade confirmation or contract note will be dispatched as soon as possible thereafter. Oral or emailed confirmation from WHI will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of WHI and the Company, under which it agrees to acquire by subscription the number of Placing Shares allocated to it at the Placing Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Articles. Except with WHI's consent, such commitment will not be capable of variation or revocation.

Conditions of the Placing

WHI's obligations under the Placing Agreement are conditional on, inter alia:

• the delivery by the Company to WHI of certain documents required under the Placing Agreement;
• the issue and allotment of the Placing Shares, conditional only upon Admission;
• Admission becoming effective by no later than 8.00 a.m. on 18 April 2024 or such other date and time as may be agreed between the Company and WHI, not being later than 8.00 a.m. on 18 May 2024 (the "Long Stop Date");
• the Placing Agreement not having been terminated by WHI in accordance with its terms.

If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by WHI by the respective time or date where specified (or such later time or date as WHI may notify to the Company, being not later than the Long Stop Date; (ii) any of such conditions becomes incapable of being fulfilled; or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

Right to terminate the Placing Agreement

No Admission Document or Prospectus

Registration and Settlement

Following closure of the Placing, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note in accordance with the standing arrangements in place with WHI, stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee (in pounds sterling) and a form of confirmation in relation to settlement instructions.

Settlement of transactions in the Placing Shares (ISIN: GB00BFD3VF20) following Admission will take place within CREST provided that, subject to certain exceptions, WHI reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

Representations, Warranties and Further Terms

• that, unless otherwise agreed by WHI, it is a Qualified Investor;
• that time shall be of the essence as regards obligations pursuant to this Appendix;