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Quarterly Activity Report

In brief · summary, not quotable

Celsius raises A$3.3 million via placement; MCB project secures USD 76.4 million bridge loan for early works.

  • Bridge loan facility for MCB Project USD 76.4 million
  • Placement raised A$3.3 million
  • Closing cash A$1.657 million
  • Placement price per share A$0.008
  • Silvercorp Metals subscription A$280,000
Full announcement

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HIGHLIGHTS

  • A binding term sheet was signed between Makilala Mining and Maharlika Investment Corporation for a bridge loan facility of USD 76.4 million to initiate early works for the MCB Project
  • Closing cash as of 31 March 2025 of A$1.657 million

Celsius Resources Limited ("Celsius" or the "Company") (ASX, AIM: CLA) is pleased to provide the following summary of the Company's activities for the quarter ended 31 March 2025.

Projects

Maalinao-Caigutan-Biyog Copper-Gold Project ("MCB Project"),

Philippines (40%)

Makilala Mining Company, Inc. ("MMCI"), an affiliate of Celsius in the Philippines, has secured a bridge loan facility to initiate early works for its flagship Maalinao-Caigutan-Biyog Copper-Gold Project ("MCB Project") in the Cordillera Administrative Region.

As announced on 24 February 2025, MMCI has signed a binding term sheet with Maharlika Investment Corporation, the Philippine's sovereign wealth fund, for a bridge loan facility of up to USD 76.4 million to initiate the MCB Project's early development activities as well as comply with the financial capability requirements under the Mineral Production Sharing Agreement ("MPSA").

The facility will fully finance the updating of the Company's feasibility study and Front-End Engineering Design (FEED), and partially funding early works, including main access road construction in coordination with the Kalinga Provincial Government, and skills-based training for the Balatoc community.

In preparation for the FEED, a tender process for the Engineer, Drilling Contractors, Mining Consultant, and Geotechnical and Hydrogeological Consultant is well underway with some packages ready for awarding. As part of the updating the underground mining design will also be updated to incorporate various trade-off studies results which will improve both the mine operation and economics.

Subsequent to quarter end, the Philippine's Department of Environment and Natural Resources formally accepted the binding term sheet outlining the key terms of a bridge loan facility between Maharlika Investment Corporation and MMCI as sufficient proof of financial capability. This confirmation marks MMCI's full compliance with the remaining provisional requirements of the MPSA for the MCB Project, locking the MPSA for 25 years and renewable for another 25 years[1].

BOTILAO COPPER-GOLD PROSPECT (40%)

The Company continues to fulfill the conditions of its Exploration Permit through the implementation of its approved Exploration, Environmental, and Community Development Programs. In parallel, preparations are underway to comply with the requirements for the permit's upcoming renewal[2]. The Company has continued to engage with the Council of Elders and Barangay officials to continually update them on the progress of activities.

Opuwo Cobalt Project, Namibia (95%)

As disclosed previously to the market[3], the Company has been in early-stage discussions regarding a potential transaction with a strategic partner/s concerning the disposal of the Company's 95% interest in the Opuwo Project. During the quarter, the Company agreed the terms of a non-binding agreement with Stewardship Investments (Pty) Ltd concerning the disposal of the Company's 95% interest in the Opuwo Project. The Company reiterates that no binding agreement has been reached and, although discussions are continuing, there can be no certainty that any binding agreement will be reached or the timing of any such agreement.

SAGAY Copper-Gold Project, Philippines (100%)

Tambuli Mining Company, Inc. ("TMCI"), a wholly owned subsidiary of Celsius in the Philippines, has continued to secure the approvals of the technical, social and environmental plans and programs in relation to its application for Declaration of Mining Project Feasibility ("DMPF")[4] for the Sagay Copper-Gold Project ("Sagay Project") in the Negros Islands.

The Company is in the process of finalising the Environmental Impact Statement Report (EIS) for the Sagay Project in close coordination with the Department of Environment and Natural Resources-Environmental Management Bureau. This includes addressing initial recommendations made to ensure the EIS meets the required standards for acceptance.

Cullarin West Project, NSW (100%)

Corporate AND EXPENDITURE

During the quarter, the Company secured firm commitments for $A3.3 million through a strongly supported placement from new and existing shareholders, and institutional investors ("Placement"). New shares were subscribed for at a price of $A0.008 per share with one free-attaching option for every 2 new shares subscribed for with an exercise price of A$0.01 each and expiring 3 years from the date of issue ("Options"). The Options are subject to shareholder approval at a general meeting to be held on 28 April 2025 ("General Meeting").

The first tranche of the Placement settled on 18 March 2025 raising approximately A$1.7 million. The second tranche of the Placement of approximately A$1.6 million is subject to shareholder approval at the General Meeting[5].

On 19 March 2025, the Company signed a subscription agreement with substantial shareholder, Silvercorp Metals, Inc. to raise a further A$280,000 (before costs) on the same terms as the Placement. The Company also signed subscription agreements with Executive Director Mark van Kerkwijk and Non-Executive Director Paul Dudley for A$75,000 each to participate in the Placement on the same terms as other un-related investors. This participation is conditional on shareholder approval being obtained at the General Meeting. The Company and Paul Dudley agreed that his subscription securities are to be issued in satisfaction of A$75,000 worth of accrued and unpaid director fees[6].

Further to the previous announcement of 17 March 2025 relating to the appointment of Mr Neil Grimes as Non-Executive Director, the following information is disclosed under the AIM Rules.

Neil Glen Grimes, aged 62, has held the following directorships and/or partnerships in the past 5 years:

Current Directorships:

Mannerim Capital Pty Ltd

Plentex Ltd

Rizal Resources Corporation

TMC Tribal Mining Corporation

Swan Bay Investments Pty Ltd

Past Directorships:

Australia Defence Association

Global Drilling Australia Pacific Pty Ltd

There is no further information on Neil Grimes required to be disclosed under Schedule Two, paragraph (g) (i)-(viii) of the AIM Rules for Companies.

Cash Position

At the end of the quarter, the Company held approximately A$1.657 million in cash reserves.

ASX ADDITIONAL INFORMATION

The Company provides the following information pursuant to ASX Listing Rule requirements:

ASX Listing Rule 5.3.1:

Approximately A$522k was spent on exploration expenditure during the quarter, primarily relating to the development of the MCB and Sagay Projects.

ASX Listing Rule 5.3.2:

Nil was spent on mine production and development activities during the quarter.

ASX Listing Rule 5.3.5:

The Company advises that there were approximately A$372k in payments made to related parties of the Company and their associates during the quarter for Director and consultancy fees.

PERMIT NAMEPERMIT NUMBERREGISTERED HOLDER / APPLICANTPERMIT STATUSPERMIT EXPIRYINTEREST / CONTRACTUAL RIGHT
Western Australia
Cullarin WestEL 8996Cullarin Metals Pty LtdGranted17/08/2026100%
Namibia
OpuwoEL 4346Gecko Cobalt HoldingsGranted10/10/202595%
Philippines
Maalinao-Caigutan-BiyogMPSA-356-2024-CARMakilala Mining Company Inc.Granted13/03/204940%
BotilaoEP-011-2023-CARMakilala Mining Company Inc.Granted29/09/202540%
PanaonEXPA-000127-VIIIPDEP, Inc.Complying with further requirementsTBA100%
SagayEP-000003-VITambuli Mining Company Inc.GrantedAutomatic extension until the approval of the DMPF/MPSA100%

The mining tenement interests acquired during the quarter and their location:

Nil.

Beneficial percentage interests held in farm-in or farm-out agreements at the end of the quarter:

Not applicable.

Nil.

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

[1] Refer to ASX announcement dated 8 April 2025

[2] Refer to ASX announcement dated 7 August 2023

[3] Refer to ASX announcement dated 30 October 2024

[4] Refer to ASX announcement dated 8 January 2024

[5] Refer to ASX announcement dated 10 March 2025

[6] Refer to ASX announcement dated 19 March 2025

[8] Refer to ASX announcement dated 6 February 2024 for the updated Mineral Resource Estimate for the Sagay Project.

[9] Refer to ASX announcement dated 1 July 2021 for the updated Mineral Resource Estimate for the Opuwo Project.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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