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AIM Rule 26 Information

AIM Rule 26 Information

*Last updated 27/01/2023

The following information is being disclosed for the purposes of AIM Rule 26.

Company Information

Description of Company’s Business: Company Profile.

Company Directors: Board of Directors.

Board Committees: Visit the Corporate Governance page for information on the Audit, Nomination and Remuneration Committees together with the membership of those committees.

Corporate Governance: Corporate Governance Section.

Country of Incorporation: Celsius Resources Limited is incorporated in Australia (ACN 009 162 949). As the Company is not incorporated in the UK, the rights of shareholders may be different from the rights of shareholders in a UK incorporated company.

Main Country of Operation: Philippines.

Shareholders Rights: The rights of shareholders may be different from the rights of shareholders in a UK incorporated company. Shareholders should refer to the company’s constitutional documents (see below) for further details.

Company Constitution: Constitution.

Details of any other exchanged or trading platforms: The Company is listed on the Australian Securities Exchange (ASX:CLA) and on the AIM Market of the London Stock Exchange (AIM:CLA)

Capital Structure: Capital Shareholders.

Restrictions on Trading of AIM Securities: There are currently no restrictions on any of the AIM Securities of Celsius Resources Limited.

Annual, Half Yearly and Quarterly Reports: Annual, Half Yearly and Quarterly Reports. Pursuant to AIM rules 18 and 19, these reports will be posted and maintained on the website for a period of at least five years.

Company Announcements: ASX Announcements and AIM Announcements. In accordance with AIM Rule 26 and Market Abuse Regulation, the Company’s announcements will be available for a period of a least 5 years.

AIM Admission Documents: AIM Appendix Document and Competent Persons Report

Corporate Directory: Corporate Directory.

Brokers Research Disclaimer

The broker research reports contained on this website are made available by Celsius Resources Limited in order to provide you with further information and third party opinions about the Company and its activities.

Celsius Resources Limited does not warrant the accuracy or completeness of any information contained in these reports and expressly disclaims any liability and responsibility to any person who relies upon these reports in any manner whatsoever. The analysis and opinions contained in these reports are those of the reports’ authors and the firms they are employed by, and not of Celsius Resources Limited. Any queries in relation to information, analysis and opinions contained in these reports should be directed at the relevant reports’ authors.

The provision of these reports on this website does not constitute an offer or invitation to any person to purchase or subscribe for securities in Celsius Resources Limited. Nor is their provision intended to constitute a “financial promotion” under the rules of the Financial Services Authority (FSA Rules) of the United Kingdom, which include the Financial Services and Markets Act 2000. These reports are specifically not being made available for viewing by United Kingdom residents who are “retail” investors (within the meaning of the FSA Rules) or who otherwise do not have professional experience in relation to investments.

Takeover Code

As an ASX listed company, any potential takeover of the Company would be subject to the takeover provision of chapter 6 of the Australian Corporations Act 2001. The Company is not subject to the UK City Code on Takeovers and Mergers (The Code).

Corporate Governance

Celsius Resources Limited has established a corporate governance framework, and supports and applies the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations 3rd edition (Principles & Recommendations). To view the Company’s compliance with the Principles & Recommendations please click here.

The Corporate Governance Statement details how the Company complies with this corporate governance code, and is reviewed and approved by the Board annually, as it is released with the Financial Report.

At the Company's board meeting on 28 November 2022, the Board reviewed the Corporate Governance Statement and approved its continued adoption.

Capital Shareholders

Issued Capital

Issued Share Capital with Voting rights (Ordinary Shares held via Chess Depository Interests (CDIs) and Depository Interests (Ds)) 1,502,829,043
Listed Options, exercise price of AU$0.04, expiring 22 March 2024 325,304,915
Performance Rights Milestone 2 3,600,000
Performance Rights Milestone 3 5,400,000
Performance Rights Milestone 4 4,400,000
Unlisted Options, exercise price of AU$0.012 cents, expiring 4 August 2023 50,000,000

Significant Shareholders

Name % of Fully Paid Ordinary Shares % of Fully Paid Ordinary Shares upon Admission
Citicorp Nominees Pty Limited 3.41% 4.232%

Director Shareholdings

Name Ordinary Shares % of Ordinary Shares
Mr Julito Sarmiento 2,000,000 0.13
Mr Jonathan Colvile 22,461,888 1.49
Mr Peter Hume 26,000,000 1.73
Mr Simon Farrell - -
Mr Michael Hulmes - -

Shares Not In Public Hands

The percentage of Ordinary Shares not held in public hands, as at the date of this Appendix and as expected at Admission will be 5.22%.

Date: 27 January 2023

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