Notice of General Meeting

Celsius Resources Limited

07 August 2026

 

ASX/AIM RELEASE

7 August 2026

Notice of General Meeting

_______________________________________________________________________________

Celsius Resources Limited ("Celsius" or the "Company") (ASX, AIM: CLA) announces that the Company will hold a General Meeting at Suite 9, 110 Hay Street Subiaco WA 6008 and virtually via Microsoft Teams (details which can be found in the Notice of Meeting and Explanatory Memorandum) on 9 September 2026 at 11am (AWST) (the "Meeting").

Business of the Meeting

The Meeting will be asked to consider the following resolutions:

·   Resolution 1 - Approval to issue up to 100,000,000 Director Performance Rights to Managing Director, Mr Bardin Davis (ASX Listing Rule 10.14)

·   Resolution 2 - Approval to issue Consideration Shares to Managing Director, Mr Bardin Davis (ASX Listing Rule 10.14)

·   Resolution 3 - Approval of the new Employee Securities Incentive Plan and the issue of up to 663,000,000 securities under it (ASX Listing Rule 7.2, exception 13(b))

·   Resolution 4 - Approval of potential termination benefits under the Plan (Part 2D.2 of the Corporations Act)

·   Resolution 5 - Approval to issue up to 231,625,000 Placement Options (ASX Listing Rule 7.1)

·   Resolution 6 - Approval to issue up to 58,125,000 Broker Options (ASX Listing Rule 7.1)

·   Resolution 7(a) and 7(b) - Approval to issue up to 875,000 Related Party Placement Options to Mr Bardin Davis and Mr Neil Grimes (ASX Listing Rule 10.11)

·   Resolution 8 - Cancellation of the Consolidation (see below)

·   Resolution 9 - Approval of the sale of the Opuwo Project to Chinalco (Xiong'an) Mining (AIM Rule 15) (see below)

·   Resolution 10 - Modification of the existing Constitution (special resolution)

Opuwo Project Sale

As announced on 30 June 2026, the Company has entered into a binding agreement to sell its 95% interest in the Opuwo Cobalt-Copper Project in Namibia (the "Opuwo Project") to Chinalco (Xiong'an) Mining Corporation Limited, a subsidiary of Aluminum Corporation of China, for cash consideration of US$15,000,000 (the "Transaction").

The Transaction constitutes a disposal resulting in a fundamental change of business for the purposes of Rule 15 of the AIM Rules for Companies and is therefore conditional upon the approval of shareholders in general meeting. Resolution 9 seeks that approval. Completion of the Transaction remains subject to the further conditions precedent described in the Notice. The Company will continue to hold and progress its Maalinao-Caigutan-Biyog (MCB) Copper-Gold Project in the Philippines following completion of the Transaction, and accordingly the Company will not become an investing company for the purposes of the AIM Rules.

Share Consolidation

As announced on 26 June 2026, and following shareholder feedback and engagement, the Board has determined that it is not in the best interests of the Company and its shareholders to proceed at this time with the consolidation of the Company's issued capital on a 20 for 1 basis previously approved by shareholders at the general meeting held on 30 April 2026 (the "Consolidation"). Resolution 8 seeks shareholder approval to cancel the Consolidation. If Resolution 8 is not passed, the Company will proceed with the Consolidation in accordance with the revised timetable set out in the Notice.

Notice of Meeting

The Notice of Meeting and Explanatory Memorandum (Notice) for the Meeting is available online and can be viewed and downloaded by shareholders of the Company (Shareholders) from the Company's website at https://celsiusresources.com or the Company's ASX market announcements platform at www.asx.com.au  (ASX: CLA).

If you are unable to attend the Meeting, the Company strongly encourages shareholders to lodge a Form of Instruction prior to the Meeting. The Form of Instruction must be signed by the depositary interest holder or an attorney duly authorised in writing and deposited at the office of the Depositary, Computershare Investor Services PLC, located at The Pavilions, Bridgewater Road, Bristol BS99 6ZY by 5:00pm (UK Time) on 3^rd September 2026. Any Form of Instruction received after that time will not be valid for the Meeting. To give an instruction via the CREST system, the CREST Voting Instruction must be transmitted so as to be received by the Company's agent (3RA50) no later than 5:00pm (UK Time) on 3^rd September 2026.

The Notice is important and should be read in its entirety. If you are in doubt as to the course of action you should follows, you should consult your financial adviser, lawyer, accountant, or other professional adviser.

If you have any difficulties obtaining a copy of the Notice, please contact the Company's share registry, Automic, on 1300 288 664 (within Australia) or [phone] (overseas).

Celsius Resources Contact Information

Suite 8, 110 Hay Street, Subiaco WA 6008

P: [phone]

E: [e-mail]

W: www.celsiusresources.com

Celsius Resources Limited
Bardin Davis - Managing Director	E: [e-mail] W: www.celsiusresources.com
Purple Communications Pty Ltd (Australia Media Contact)  Andrew Edge	P: [phone] E: [e-mail]
Zeus Capital Limited (Nominated Adviser) James Joyce/ James Bavister (Broking) Harry Ansell	P: [phone]

 

END