Proposed Placing to raise approximately £0.5m

Celsius Resources Limited (AIM/ ASX: CLA) announces its intention to raise gross proceeds of approximately £0.5m by means of a placing of new Ordinary Shares of no par value in the Company to certain institutional and other investors at a price of 0.5 pence per share (the "Placing Price"), (the "Placing").

The Placing Price represents a discount of approximately 5 per cent. to the Closing Price of 0.525 pence per Ordinary Share on 11 November 2025, being the latest practicable business day prior to the publication of this Announcement.

The Placing is to be conducted by way of an accelerated bookbuild at the Placing Price (the Bookbuild") which will commence immediately following this Announcement and will be subject to the terms and conditions set out in Appendix II to this Announcement.

A further announcement confirming the closing of the Bookbuild, and the number of new Ordinary Shares to be issued pursuant to the Placing, is expected to be made in due course.

Capitalised terms used but not otherwise defined in this Announcement shall have the meanings ascribed to such terms in Appendix I of this Announcement, unless the context requires otherwise.

Placing Highlights

• The Company intends to raise approximately £0.5m before expenses through the Placing arranged by Zeus Capital Limited ("Zeus Capital" or "the Bookrunner") by way of the issue of approximately 100,000,000 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 per cent. of the Enlarged Issued Share Capital.
• The net proceeds of the Placing will be used to progress the Company's corporate and operational strategy, and for general working capital purposes.

The Placing

The Company intends to issue approximately 100,000,000 Placing Shares to raise gross proceeds of approximately £0.5m, to participants in the Placing. The Placing Shares are expected to be admitted to trading on AIM at 8.00 a.m. on or around 17 November 2025.

Zeus Capital Limited, is acting as bookrunner in connection with the Placing. The Placing Shares are being offered by way of an 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 November 2025 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 17 November 2025 (or such later time and / or date as the Company and the Bookrunner shall agree, not being later than 28 November 2025);
• the delivery by the Company to the Bookrunner of certain documents required under the Placing Agreement;
• the Company having fully performed its obligations under the Placing Agreement to the extent that such obligations fall to be performed prior to Admission of the Placing Shares; and
• the Placing Agreement not having been terminated by the Bookrunner 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 the Bookrunner.

Following completion of the Placing, and as part of the fee arrangements under the Placing Agreement, the Company will issue warrants to Zeus at Admission to subscribe for such number of new Ordinary Shares as is equal to 5% of the Placing Shares exercisable at A$0.015 each at any time within three years from the date of grant (subject to an extension of 15 business days in certain limited circumstances). The warrants will also include customary anti-dilution provisions.

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 17 November 2025.

A further announcement will be made following the closure of the Bookbuild, confirming final details of the Placing.

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

The Company intends to issue approximately 100,000,000 Placing Shares, to raise gross proceeds of approximately £0.5mm, pursuant to the Placing. The Placing Shares are expected to be admitted to trading on AIM at 8.00 a.m. on or around 17 November 2025 (or such later date and/or time as the Bookrunner and the Company may agree, being no later than 8.00 a.m. on 28 November 2025).

Admission of the Placing Shares is conditional, inter alia, upon the Placing Agreement not having been terminated and becoming unconditional in all respects.

The Bookrunner (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 where such breach or alleged breach is material. The Bookrunner 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 which, in the opinion of the Bookrunner (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

The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares in issue, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Application will be made to London Stock Exchange for Admission of the Placing Shares to trading on AIM.

It is expected that Admission will take place at 8.00 a.m. on or around 17 November 2025 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 number of Placing Shares will be determined following completion of the Bookbuild as set out in this Announcement. The timing of the closing of the Bookbuild, the number of Placing Shares and allocations are at the discretion of the Bookrunner, following consultation with the Company. Allocations will be confirmed orally or by email by the Bookrunner following the close of the Bookbuild. A further announcement confirming these details will then be made as soon as practicable following completion of the Bookbuild.

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 17 November 2025 and that dealings in the Placing Shares will commence at that time.

Bookbuild

The Bookrunner will today commence an accelerated bookbuilding process to determine demand for participation in the Placing by potential Placees at the Placing Price. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

The Bookrunner and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as it may, in its sole discretion, determine.

The principal terms of the Placing are as follows:

• The Bookrunner is arranging the Placing as agent for, and broker of, the Company.
• Participation in the Placing is only available to persons who are lawfully able to be, and have been, invited to participate by the Bookrunner.
• The Bookbuild, if successful, will establish the number of Placing Shares to be issued at the Placing Price, which will be determined by the Bookrunner, in consultation with the Company, following completion of the Bookbuild. The number of Placing Shares will be announced on a Regulatory Information Service following completion of the Bookbuild.
• To bid in the Bookbuild, prospective Placees should communicate their bid by telephone to their usual contact at the Bookrunner. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for or purchase at the Placing Price. Bids may be scaled down by the Bookrunner on the basis referred to in paragraph 8 below.
• The timing of the closing of the Bookbuild will be at the discretion of the Bookrunner. The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.
• 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.
• Subject to paragraphs 4 and 5 above, the Bookrunner may choose not to accept bids and/or to accept bids, either in whole or in part, on the basis of allocations determined at its discretion (after consultation with the Company) and may scale down any bids for this purpose on such basis as it may determine. The Bookrunner may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company, allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time.
• A bid in the Bookbuild will be made on the terms and subject to the conditions in the Announcement (including this Appendix) and will be legally binding on the Placee on behalf of which it is made and, except with the Bookrunner's consent, will not be capable of variation or revocation from the time at which it is submitted.
• All obligations of the Bookrunner under the Placing will be subject to fulfilment of the conditions referred to below "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate the Placing Agreement".
• To the fullest extent permissible by law and the applicable rules of the FCA, neither the Bookrunner, nor any of its affiliates, agents, directors, officers or employees shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. In particular, neither the Bookrunner, nor any of its respective affiliates, agents, directors, officers or employees shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Bookrunner's conduct of the Placing or of such alternative method of effecting the Placing as the Bookrunner and the Company may determine.

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 17 November 2025 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 28 November 2025 (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

• the Bookrunner becoming aware of any fact, matter or circumstance which constitutes or might reasonably be expected to constitute a material breach of the warranties given in the Placing Agreement or which indicates that any of such warranties has become or might reasonably be expected to become untrue, inaccurate or misleading in any material respect by reference to the facts and circumstances then subsisting;
• any of the conditions set out in the Placing Agreement are not fulfilled or (if capable of waiver) waived by the Bookrunner or shall have become incapable of being fulfilled by the respective time(s) and date(s) (if any) specified in the Placing Agreement;
• there occurs or arises prior to Admission any significant change or new material matter which the Bookrunner, in its discretion, determines should be notified to Placees or Shareholders; or
• there has been a change in national or international financial, political, economic, monetary or stock market conditions (primary or secondary) or an imposition of or compliance with any law or governmental or regulatory order, rule, regulation, restriction or direction,

which, in the opinion of the Bookrunner, would or would be likely to prejudice materially the Company or render the Placing (or any material part thereof) or Admission impractical or inadvisable.

No Admission Document or Prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and have not been nor will they be offered in such a way as to require the publication of a prospectus in the United Kingdom or otherwise. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or the London Stock Exchange in relation to the Placing or the Placing Shares, and Placees' commitments will be made solely on the basis of the information contained in the Announcement (including this Appendix) and the Publicly Available Information. Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has not relied on any other information (other than the Publicly Available Information), representation, warranty, or statement made by or on behalf of the Company or the Bookrunner or any other person and neither the Bookrunner, the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by the Bookrunner, the Company or their respective officers, directors, employees or agents. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company nor the Bookrunner are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax, financial, business or other advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Following closure of the Bookbuild, 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 the Bookrunner, stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee and a form of confirmation in relation to settlement instructions.

Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by the Bookrunner in accordance with the standing CREST settlement instructions which they have in place with the Bookrunner.

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.

Interest is chargeable daily on payments not received from Placees on the due date(s) in accordance with the arrangements set out above at the rate of 4 percentage points above the prevailing Secured Overnight Financing Rate (SOFR) rate as determined by the Bookrunner.

Representations, Warranties and Further Terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Bookrunner for themselves and on behalf of the Company:

• that the exercise by the Bookrunner of any right or discretion under the Placing Agreement shall be within the absolute discretion of the Bookrunner and the Bookrunner need not have any reference to it and shall have no liability to it whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against the Bookrunner or the Company, or any of their respective officers, directors, employees agents or advisers, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;
• that these terms and conditions represent the whole and only agreement between it, the Bookrunner and the Company in relation to its participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, each Placee, in accepting its participation in the Placing, is not relying on any information or representation or warranty in relation to the Company or any of its subsidiaries or any of the Placing Shares other than as contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares. Each Placee agrees that neither the Company, the Bookrunner nor any of their respective officers, directors or employees will have any liability for any such other information, representation or warranty, express or implied;
• that neither it nor, as the case may be, its clients expect the Bookrunner to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the FCA's Conduct of Business Source Book, and that the Bookrunner is not acting for it or its clients, and that the Bookrunner will not be responsible for providing the protections afforded to customers of the Bookrunner or for providing advice in respect of the transactions described herein;
• that it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and that it shall not be entitled to rely upon any material regarding the Placing Shares or the Company (if any) that the Bookrunner or the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, other than the information in this Announcement and the Publicly Available Information; nor has it requested any of the Bookrunner, the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;
• that neither the Bookrunner or the Company or any of their respective affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information;
• that where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and the Announcement of which it forms part; and (c), if applicable, to receive on its behalf any investment letter relating to the Placing in the form provided to it by the Bookrunner;
• that, unless otherwise agreed by the Bookrunner, it is a Qualified Investor;
• that, where it is resident in Australia, it is a person who it is lawful to offer the Placing Shares without disclosure under Chapter 6D of the Australian Corporations Act (including those who are "sophisticated investors" as set out in section 708(8) of the Australian Corporations Act or who are "professional investors" as set out in section 708(11) of the Australian Corporations Act), and it acknowledges that no document is being lodged with the Australian Securities and Investments Commission (ASIC);
• that any money held in an account with the Bookrunner (or its nominee) on its behalf and/or any person acting on its behalf will not be treated as client money within the meaning of the rules and regulations of the FCA. Each Placee further acknowledges that the money will not be subject to the protections conferred by the FCA's client money rules. As a consequence, this money will not be segregated from the Bookrunner's (or its nominee's) money in accordance with such client money rules and will be used by the Bookrunner in the course of its own business and each Placee will rank only as a general creditor of the Bookrunner;
• 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 the Announcement does not constitute a securities recommendation or financial product advice and that neither the Bookrunner nor the Company has considered its particular objectives, financial situation and needs;
• that it will indemnify and hold the Company and the Bookrunner and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the Company and the Bookrunner will rely on the truth and accuracy of the confirmations, warranties, acknowledgements and undertakings herein and, if any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify the Bookrunner and the Company. All confirmations, warranties, acknowledgements and undertakings given by the Placee, pursuant to this Announcement (including this Appendix) are given to the Bookrunner for itself and on behalf of the Company and will survive completion of the Placing and Admission;
• that time shall be of the essence as regards obligations pursuant to this Appendix;
• that (i) it has complied with its obligations under the Criminal Justice Act 1993 and MAR, (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering and Terrorist Financing Regulations 2019 and (iii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the United States Department of State; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the "Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to the Bookrunner such evidence, if any, as to the identity or location or legal status of any person which the Bookrunner may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by the Bookrunner on the basis that any failure by it to do so may result in the number of Placing Shares that are to be subscribed for and/or purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Bookrunner may decide in its absolute discretion;
• that it will not make any offer to the public within the meaning of the EU Prospectus Regulation or UK Prospectus Regulation (as the case may be) of those Placing Shares to be subscribed for and/or purchased by it;
• that the Bookrunner owes no fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
• that the Bookrunner or its respective affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares;

The Company, the Bookrunner and their respective affiliates will rely upon the truth and accuracy of each of the foregoing representations, warranties, acknowledgements and undertakings which are given to the Bookrunner for themselves and on behalf of the Company and are irrevocable.

The agreement to settle a Placee's subscription and/or purchase (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares (via Depositary Interests) in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company or the Bookrunner will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Bookrunner in the event that any of the Company and/or the Bookrunner have incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Bookrunner accordingly.

All times and dates in this Announcement (including the Appendices) may be subject to amendment. The Bookrunner shall notify the Placees and any person acting on behalf of the Placees of any changes.