Proposed Placing to raise approximately £0.35 mill

Celsius Resources Limited (LSE AIM/ ASX: CLA) announces its intention to raise gross proceeds of approximately £350,000 by means of a placing of new Ordinary Shares to certain institutional and other investors at a price of 0.4 pence per share with one free-attaching unlisted warrant for every two Placing Shares subscribed for, expiring on 31 December 2026 with an exercise price of 0.5 pence each (the "Placing Warrants"), (the "Placing").

The Placing Price represents a discount of approximately 15.8 per cent. to the Closing Price of 0.475 pence per Ordinary Share on 9 December 2024, being the latest practicable business day prior to the publication of this Announcement.

Placing Highlights

• The Company intends to raise approximately £350,000 before expenses through the Placing arranged by Zeus Capital Limited ("Zeus Capital" or "the Bookrunner") by way of the issue of approximately 87,500,000 new Ordinary Shares (the "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 3.29 per cent. of the Enlarged Issued Share Capital.
• The net proceeds of the Placing will be used for general working capital purposes.

The Placing

The Company intends to issue approximately 87,500,000 Placing Shares and 43,750,000 Placing Warrants, to raise gross proceeds of approximately £350,000, to participants in the Placing. The Placing Shares are expected to be admitted to trading on AIM on or around 16 December 2024.

Zeus Capital Limited, is acting as 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 10 December 2024 between the Company and the Bookrunner (the "Placing Agreement") not having been terminated and becoming unconditional in all respects.

The Placing is conditional upon, amongst other things:

• Admission of the Placing Shares becoming effective by no later than 8.00 a.m. on 16 December 2024 (or such later time and / or date as the Company and the Bookrunner shall agree, not being later than 31 2024);
• the Placing Agreement not having been terminated by the Bookrunner in accordance with its terms.

Terms of the Placing Warrants

The Placing Warrants are exercisable at any time from the date of issue until 31 December 2026 at a price of 0.5 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 16 December 2024).

Admission to trading

Application will be 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 will commence at 8.00 a.m. on or around 16 December 2024.

Additional Information

The Company intends to issue approximately 87,500,000 Placing Shares, to raise gross proceeds of approximately £350,000, pursuant to the Placing. The Placing Shares are expected to be admitted to trading on AIM on or around 16 December 2024 (or such later date and/or time as the Bookrunner and the Company may agree, being no later than 8.00 a.m. on 31 December 2024).

As announced on 14 November 2024 the Company's Philippine affiliate, Makilala Mining Company Inc ('MMCI'), was granted an extension to 13 March 2025 to submit further proof of financial capability for its flagship Maalinao-Caigutan-Biyog Copper-Gold Project ('MCB') pending MMCI and its potential investor, Maharlika Investment Corporation obtaining the required regulatory approvals to allow completion of investment into MCB. The net proceeds of the Placing will be used to meet the Company's working capital requirements over this period.

Placing Shares

It is expected that Admission will take place at 8.00 a.m. on or around 16 2024 and that dealings in the Placing Shares on AIM will commence at the same time.

APPENDIX I

Definitions

The following definitions apply throughout this Announcement unless the context otherwise requires:

APPENDIX II

Details of the Placing Agreement and the Placing Shares

The Placing Shares will, when issued, be subject to the Constitution, will be credited as fully paid and rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of Ordinary Shares after the date of issue of the Placing Shares.

Subject to Admission, the Placing Shares will trade on AIM under the trading symbol "CLA" and with ISIN AU000000CLA6.

Application for Admission to trading on AIM

Application will be made to the London Stock Exchange for Admission to trading on AIM of the Placing Shares. It is expected that settlement of any such shares (via Depositary Interests) and Admission will become effective at 8.00 a.m. on or around 16 December 2024 and that dealings in the Placing Shares will commence at that time.

Bookbuild

The principal terms of the Placing are as follows:

• The Bookrunner is arranging the Placing as agent for, and broker of, the Company.
• Allocations of the Placing Shares will be determined by the Bookrunner, following consultation with the Company. Each Placee's allocation will be confirmed to Placees orally, or by email, by the Bookrunner following the close of the Bookbuild and a trade confirmation or contract note will be dispatched as soon as possible thereafter. Oral or emailed confirmation from the Bookrunner will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of the Bookrunner 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 Constitution. Except with the Bookrunner's consent, such commitment will not be capable of variation or revocation.

Conditions of the Placing

• the issue and allotment of the Placing Shares, conditional only upon Admission;
• Admission occurring by no later than 8.00 a.m. (London time) on 16 December 2024 or such other date and time as may be agreed between the Company and the Bookrunner, not being later than 8.00 am (London time) on 31 December 2024 (the "Long Stop Date"); and
• the Placing Agreement not having been terminated by the Bookrunner in accordance with its terms.

Right to terminate the Placing Agreement

No Admission Document or Prospectus

Registration and Settlement

Settlement of transactions in the Placing Shares via the Depositary Interests (ISIN: AU000000CLA6) following Admission will take place within CREST provided that, subject to certain exceptions, the Bookrunner 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 the Bookrunner, it is a Qualified Investor;
• that it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in its Ordinary Shares in accordance with the Constitution, which incorporate the requirements of Chapter 5 of the Disclosure Guidance and Transparency Rules of the FCA;
• that time shall be of the essence as regards obligations pursuant to this Appendix;