Notice of GM

Celsius Resources Limited

01 April 2026

 

ASX/AIM RELEASE

1 April 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 Level 5, 191 St Georges Terrace, Perth WA 6000 on Thursday, 30 April 2026 at 3.00pm (AWST) (the "Meeting").

On 23 February 2026, the Company announced the fundraise of A$9.3 million. The Company has insufficient share authorities to allot the shares pursuant to Tranche 2 and is therefore proposing the following:

Pursuant to Resolution 2, the issue of up to:

(a)        1,250,000* Ordinary Shares (the "Tranche 2 Placement Shares"); and

(b)        232,250,000* options over Ordinary Shares (the "Placement Options").

Pursuant to Resolution 3, the issue of up to:

(a)       500,000* Ordinary Shares to Neil Grimes (the "Tranche 2 Director Shares" and together with the Tranche 2 Placement Shares, the "Tranche 2 Shares"); and

(b)       250,000* options over Ordinary Shares to Neil Grimes (the "Director Options" and together with the Placement Options, the "Tranche 2 Options").

*these figures are not adjusted for the proposed consolidation pursuant to Resolution 6 as described below

Further, a resolution at the Meeting will be proposed seeking the approval of Shareholders to a share capital consolidation.

Background to and reasons for the Capital Consolidation

As at the date of this announcement, the Company has 3,719,610,609 Ordinary Shares in issue, not including any shares to be issued pursuant to Resolution 2 or 3 (the "Existing Ordinary Shares"). The primary objective of the consolidation is to reduce the number of ordinary shares, which would imply a higher share price per Ordinary Share in the capital of the Company.

It is therefore proposed that the Existing Ordinary Shares of no par value are consolidated on a 20 for 1 basis, such that every 20 Existing Ordinary Shares are consolidated into 1 ordinary share of no par value. Assuming a share capital of 3,719,610,609 Existing Ordinary Shares immediately prior to the Record Date, following completion of the Capital Consolidation, the Company will have approximately 185,980,530 new Ordinary Shares in issue ("Consolidated Shares") (the "Consolidation").

No Shareholder will be entitled to a fraction of a Consolidated Share, Option or Warrant. Instead, their entitlement will be rounded up to the nearest whole number of Ordinary Shares. A further announcement confirming the final number of new Ordinary Shares will be made following the Record Date.

Trading on AIM

The Company's ISIN will remain unchanged on AIM following the Consolidation. To avoid any unsettled trades at the Record date, CREST will be disabled after market close on 22 July 2026 and trading in the Company's depository interests on AIM will be suspended at 7.30am on 23 July 2026, and restored to trading at 7:30am 3 August 2026.

ASX Listing Rule 7.22.1 requires that when a listed entity undertakes a consolidation of capital, the number of its Options must be consolidated in the same ratio as the ordinary capital and the exercise price must be amended in inverse proportion to that ratio. Therefore, If Resolution 6 is passed, the Company will be able to proceed with the Consolidation and the number of Securities on issue is anticipated to be adjusted as follows:

(a)        Ordinary Shares

	Pre-Consolidation	Post-Consolidation
Shares currently on issue	3,719,610,609	185,980,530
Note: The above table does not include the Shares which may be issued (assuming receipt of Shareholder approval) under Resolution 2 and Resolution 3 nor any Ordinary Shares to be issued as a result of the rounding up of fractional entitlements. The final Post-Consolidation number of Ordinary Shares will be confirmed following the Record Date.

(b)        Options

Expiry Date	Pre-Consolidation		Post-Consolidation
	Number	Exercise Price (A$)	Number	Exercise Price ($)
20 May 2028	421,577,913	0.01	21,078,896	0.20
30 September 2027	33,673,355	0.025	1,683,668	0.50

Note: The above table does not include the Options which may be issued (assuming receipt of Shareholder approval) under Resolution 3 and Resolution 4 nor any Options to be issued as a result of the rounding up of fractional entitlements. The final Post-Consolidation number of Options will be confirmed following the Record Date.

(c)        Warrants

Expiry Date	Pre-Consolidation		Post-Consolidation
	Number	Exercise Price	Number	Exercise Price
28 April 2028	12,500,000	£0.008	625,000	£0.16
28 April 2026	13,500,000	£0.008	675,000	£0.16
28 April 2026	10,000,000	£0.008	500,000	£0.16
31 December 2026	181,694,414	£0.009	9,084,721	£0.18
31 December 2026	36,606,976	£0.005	1,830,349	£0.10
19 November 2028	5,300,000	A$0.015	265,000	A$0.30

Note: The above table does not include any Warrants to be issued as a result of the rounding up of fractional entitlements. The final Post-Consolidation number of Warrants will be confirmed following the Record Date.

Application will be made for the for the Tranche 2 Shares to be admitted to trading on AIM ("Admission"), subject to Shareholders passing Resolutions 2 and 3 at the Meeting. It is expected that if such Resolutions are passed, Admission in respect of the Tranche 2 Shares will become effective and that dealings in those Tranche 2 Shares will commence on or around 1 May 2026.

Application will be made for Admission of the Consolidated Shares arising from the Capital Consolidation, subject to Shareholders passing Resolution 6 at the Meeting. It is expected that if such Resolution is passed, Admission in respect of Consolidated Shares will become effective and that dealings in the Consolidated Shares will commence on 3 August 2026.

If Resolution 6 is passed, the proposed timetable for the Consolidation is as follows:

Event	Expected Date
Company announces Consolidation using an Appendix 3A.3 and sends out Notice	1 April 2026
Meeting - Shareholders approve Consolidation	30 April 2026
Effective Date of Consolidation	21 July 2026
Last day for trading on a pre-Consolidation basis	22 July 2026
Post-Consolidation trading starts on a deferred settlement basis	23 July 2026
Record date and last day for Company to register transfers on a pre-Consolidation basis	24 July 2026
First day for Company to update its register of Securities on a post-Consolidation basis and first day for issue of holding statements	27 July 2026
Last date for Company to update its register and send holding statements on a post-Consolidation basis and notify ASX that this has occurred	31 July 2026
Normal trading of post-Consolidation Securities commences	3 August 2026

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 3.00pm (UK Time) on Friday, 24 April 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 3.00pm (UK Time) on Friday, 24 April 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

Level 5, 191 St. Georges Terrace

Perth WA 6000

PO Box 7059

Cloisters Square PO

Perth WA 6850

P: [phone]

E: [e-mail]

W: www.celsiusresources.com

Celsius Resources Limited
Neil Grimes	P: [phone] E: [e-mail] W: www.celsiusresources.com
NWR Communications (Australia Media Contact)  Peter Taylor	M: [phone] E: [e-mail]
Zeus Capital Limited (Nominated Adviser) James Joyce/ James Bavister (Broking) Harry Ansell	P: [phone]

 

END