Announcement PDF ABN 95 009 162 949 CELSIUS RESOURCES LIMITED ANNUAL REPORT 30 June 2026 2 CONTENTS Corporate Directory 3 Directors’ Report 4 Consolidated Statement of Profit or Loss and Other Comprehensive Income 27 Consolidated Statement of Financial Position 28 Consolidated Statement of Changes in Equity 29 Consolidated Statement of Cash Flows 30 Notes to the Financial Statements 31 Consolidated entity disclosure statement 56 Directors’ Declaration 57 Auditor’s Independence Declaration 58 Independent Auditor’s Report 59 Additional ASX information 62 CORPORATE DIRECTORY 3 DIRECTORS Mr. George Bujtor Non-Executive Chair Mr. Bardin Davis Managing Director Mr. Peter Hume Non-Executive Director Mr. Paul Dudley Non-Executive Director Mr. Mark Van Kerkwijk Non-Executive Director COMPANY SECRETARY Mr Ian Hobson REGISTERED OFFICE & CONTACTS Suite 8, 110 Hay Street Subiaco, WA 6008 Ph: +61 2 8072 1400 E: info@celsiusresources.com.au Web: www.celsiusresources.com.au Stock Exchange Listing – ASX/AIM Code: CLA SOLICITORS Hamilton Locke Level 48 152-158 St Georges Terrace PERTH WA 6000 Ph: +61 8 6311 9160 AUDITORS Grant Thornton Audit Pty Ltd Level 43 Central Park 152 -158 St Georges Terrace PERTH WA 6000 Ph: +61 8 9480 2000 SHARE REGISTRY - AUSTRALIA Automic Registry Services Level 5 191 St Georges Terrace PERTH WA 6000 Ph: +61 8 9324 2099 DIRECTORS’ REPORT 4 Your Directors present their report, together with the financial statements on the consolidated entity, consisting of Celsius Resources Limited (“Celsius” or the “Company”) and the entities it controlled (“Group”) at the end of, or during, the year ended 30 June 2026. DIRECTORS The names of Directors in office at any time during or since the end of the year are listed below. Directors have been in office since the start of the financial year to the date of this report unless otherwise stated. NAME OF PERSON POSITION Mr. George Bujtor Non-Executive Chairman (appointed 14 July 2026) Mr. Bardin Davis Managing Director (appointed 02 April 2026) Mr. Peter Hume Non-Executive Director Mr. Paul Dudley Non-Executive Director Mr. Mark Van Kerkwijk Non-Executive Director Ms. Attilenore Manero Non-Executive Sustainability Director (resigned 26 November 2025) Mr. Julito Sarmiento Executive Chairman (resigned 26 November 2025) Mr. Neil Grimes Executive Director (resigned 11 May 2026) COMPANY SECRETARY Mr Ian Hobson (appointed 18 May 2026) OPERATING RESULTS The loss after income tax attributable to the consolidated entity was $23,379,327 (2025: $7,571,653). Total comprehensive loss was $24,404,211 (2025: $7,168,732) after providing for income tax and non-controlling interests. DIVIDENDS No dividends were paid or declared since the start of the financial year. No dividend has been recommended. PRINCIPAL ACTIVITIES During the year, the principal activities of the consolidated entity consisted of mineral exploration and mineral project development in the Philippines. REVIEW OF OPERATIONS Celsius continued its primary focus on the Maalinao-Caigutan-Biyog Copper-Gold Project (“MCB Project”) in the Philippines. Key events over the 12 months to 30 June 2026 and to the date of the Directors Report include: • Key management and board appointments; • Completion of ~A$9.3 million equity raising; • Updated Mineral Resources Estimate and a maiden Ore Reserve Estimate for the MCB Project; • Completion of a Definitive Feasibility Study on the MCB Project; • Continued momentum across key MCB Project workstreams; • Ongoing commitment to the MCB Project community and local stakeholders; • Restructuring of Makilala Mining Company, Inc (“MMCI”); • Dispute with Kiri Industries; • Pending sale of the Opuwo Cobalt-Copper Project to Chinalco; • Increased focus on the Sagay Copper Project; and • Renewal of the exploration permit for the Botilao Copper-Gold Project. Key management and board appointments There were a series of changes to the Celsius Board and management team over the period. DIRECTORS’ REPORT 5 Following the completion of the 2025 Annual General Meeting Attorney Julito “Sarge” Sarmiento (“Attorney Sarmiento”) retired as Executive Chairman and Dr Attilenore “Nene” Manero resigned as a Director. The Board would like to extend its gratitude to Dr Manero for her significant contribution to Celsius. On 2 April 2026, Mr Bardin Davis was appointed as Managing Director. Mr Davis has ~30 years of investment banking and corporate experience within the mining and energy sectors. He was the CEO of ASX listed Peak Rare Earths Limited (“Peak”) for ~5 years and is a former CFO of UPC/AC Renewables Australia (now ACEN Australia). During his banking career he spent almost 12 years in Asia and worked on a broad range of international advisory, capital market and financing transactions. He has held senior Australian and regional investment banking roles with Macquarie Capital, HSBC and ABN AMRO. During his time with Peak he oversaw a project financing process, the execution of a binding offtake agreement, the securing of a special mining licence and an investment framework agreement with the Government of Tanzania, the delivery of a BFS Update and FEED Study and a sale of the company that delivered a 269% takeover premium and a ~330% premium after accounting for the value of a concurrent entitlement offer. Mr Neil Grimes, a former Executive Director, resigned from the Board on 11 May 2026. On 18 May 2026, Mr Ian Hobson was appointed as Celsius’ Company Secretary and Chief Financial Officer. Mr Hobson is a Chartered Accountant and Chartered Company Secretary with 40 years of experience. He was a director at PricewaterhouseCoopers for many years with experience working in Australia, UK and Canada. On 14 July 2026, Mr George Bujtor was appointed as Non-Executive Chair. Mr Bujtor is a highly distinguished mining executive with over 50 years of technical, commercial and leadership experience across the global resources sector. His appointment brings strong technical expertise, senior leadership and governance experience and a proven track record in successfully funding, developing and operating Philippine mining projects. He spent over 25 years with Rio Tinto, holding senior technical, development, and commercial roles in Australia. Mr Bujtor has been predominantly based in the Philippines since 2005, and has held a series of senior roles within the Philippine mining sector, including as Managing Director of both Toledo Mining Corporation plc (“Toledo Mining”) and Carmen Copper Corporation (“Carmen Copper”). During his time with Toledo Mining, Mr Bujtor oversaw the successful funding and development of the Berong Nickel Laterite Project. As Managing Director of Carmen Copper, he led the ramp-up to full production of the rehabilitated Carmen Copper Project, the optimisation of by-product production and a US$300 million financing. Completion of ~A$9.3 million equity raising During the March Quarter, Celsius strengthened its cash position through the completion of ~A$9.3 million equity raising (before costs). The offering entailed issuing 465 million shares at A$0.02 per share and 232.5 million free attaching options (expiring 3 years from the date of issue and with an exercise price of A$0.022 per option).1 The funds raised have been and will continue to be applied towards: • Corporate working capital purposes throughout 2026, including funds available to contribute to fees payable to advisors and consultants to support the process of financing the MCB Project; • Compliance activities for the MCB, Sagay and Botilao Projects; • Pursuing mineralised extensions at the Botilao Project; • Fees associated with the Placement; and • Legal and other costs associated with the arbitration dispute with MMCI. Updated Mineral Resources and maiden Ore Reserves for the MCB Project Following the completion of geotechnical and hydrogeological drilling programs and the commencement of a Definitive Feasibility Study (“DFS”), the Mineral Resource Estimate (“MRE”) for the MCB Project was updated and a maiden Ore Reserve Estimate was published. The updated 2012 JORC Code compliant MRE was announced in November 2025. It comprised 343Mt at a grade of 0.46% copper and 0.12g/t gold, with contained copper of 1.6Mt and contained gold of 1.4Moz (based on a cutoff grade of 0.20% copper). A maiden JORC compliant Ore Reserve Estimate was announced in December 2025, comprising of 130.2Mt at a grade of 0.66% copper and 0.21g/t, with contained copper of 856kt and contained gold of 891koz. Completion of a Definitive Feasibility Study on the MCB Project In January 2026, a DFS for the MCB Project was released. The DFS confirmed a technically and economically enhanced MCB Project. It was completed to a Class 3 level of estimate accuracy (typically up to ±15%), consistent with industry standards and suitable for project financing and execution planning. The DFS follows a Scoping Study announced in December 2021. 1 Shareholder approved lowering the exercise price of the options from A$0.035 per share to A$0.022 per share at the Company’s General Meeting on 9 September 2026. DIRECTORS’ REPORT 6 Key technical and financial DFS outcomes are set out in the table below. Item 1st 10 years Life of mine Ore Mined 24.5 Mt 89.7 Mt Copper Grade 1.08% 0.69% Gold Grade 0.51 g/t 0.24 g/t Copper Recovery 92.5% 89.7% Gold Recovery 79.7% 72.6% Mine Life 10 Years 35.3 Years Process Plant Throughput 2.64 Mtpa 2.64 Mtpa Average Annual Cu Concentrate Production (dry) 102.5 kt 66.0 kt Total Copper Recovered 542 Mlbs 1,234 Mlbs Total Gold Recovered 319 koz 507 koz Copper Price for 1st 9 Years (assumed) US$4.3/lb US$4.3/lb Copper Price for Remaining Years US$7.0/lb US$7.0/lb Gold Price for 1st 9 Years (assumed) US$3,000/oz US$3,000/oz Gold Price for Remaining years US$4,500/oz US$4,500/oz Initial Capital US$276 M US$276 M NPV (Post Tax; 8%) US$444 M US$771 M NPV (Pre Tax; 8%) US$771 M US$1.3 Bn IRR (Pre Tax) 28.5% 30.5% IRR (Post Tax) 22.1% 24.1% Payback from Start of Production 4.7 Years 4.7 Years LOM C1 Cost (net of by-product credits) US$0.41/lb Cu US$1.73/lb Cu Continued momentum across key MCB Project workstreams In addition to the completion of the DFS, other key MCB Project workstreams included: • Further optimisation of underground mine development – including evaluating the potential for earlier access of higher- grade mineralised areas; • Main access road – including completing a survey of the proposed alignment of the road between the MCB Project and Mt. Sapukoy; • Process Plant – initiation of a tendering process for an Engineering, Procurement and Construction (“EPC”) contract; and • Power supply – engagement with power companies around a range of power options. Ongoing commitment to the MCB Project community and local stakeholders A broad range of social and economic initiatives were implemented to support the local Balatoc Community including: • Regular stakeholder engagement – including meetings with the Barangay Balatoc-Council of Elders; • Community-based skills training – covering carpentry training and certification programs, financial literacy training and educational scholarships; • Medical missions – covering medical and dental missions in partnership with the Municipal Health Office; • Baseline studies – including a Balatoc Cultural Heritage Baseline Study to document and preserve cultural knowledge and practices for future generations; and • Infrastructure support – including repairs and construction works to bridges, potable water systems and slope stabilisation. MMCI dispute and proposed restructuring In the Philippines, the holder of a Mineral Production Sharing Agreement (“MPSA”) must be 60% owned by a Philippine entity, while a separate mineral processing company may be up to 100% foreign-owned. DIRECTORS’ REPORT 7 To ensure compliance with these requirements, the following ownership arrangements for the MCB Project were agreed via bind- ing deeds and agreements on 17 March 2023: • Sodor, Inc. ("Sodor") was to acquire a 60% legal ownership in Makilala Mining Company, Inc. (“MMCI”) for consideration of PHP 300 million (~US$5 million); • PMR Holding Corp. (“PMR”), an affiliate of Sodor, was to subscribe for shares in PDEP Inc. (“PDEP”), the intended mineral processing company for the MCB Project, for an amount of ~US$38 million (comprising of ~US$43 million less the PHP 300 million subscription in MMCI by Sodor); and • These arrangements were to be relinquished, if Sodor and PMR had not provided the required payment within two years, unless shortened or extended by mutual agreement. The MCB Project was to be owned and operated via the following two entities: • MMCI - which would hold the MPSA and develop and operate the mine; and • PDEP - which would own, develop and operate the processing plant and other ancillary equipment and assets, and would not be subject to foreign ownership restrictions. Upon completion of the payment of the ~US$43 million, Sodor and PMR were to hold a combined 30% share of economics in the MCB Project with Celsius retaining a 70% share of economics. The expiry date for the payment of ~US$43 million was extended to 16 February 2026. Following the expiry of this deadline, Celsius provided written notice to Sodor that the MMCI shares must be relinquished in ac- cordance with the agreement. Notwithstanding the expiry of the payment deadline (and the provision of the notice to Sodor outlined above), Sodor subsequently (approximately 30 days after the deadline expired) attempted to pay the outstanding amount of PHP 300 million (~US$5 million) and a notice was received from PMR stating that it had sufficient funding to complete its subscription of shares in PDEP. Celsius believes that the right of Sodor and PMR to make payment has expired and the matter has been referred to arbitration. Way forward Celsius is in discussions with potential replacement Filipino partners regarding the 60% interest in MMCI that Celsius contends is required to be relinquished by Sodor, subject to the outcome of the arbitration and applicable legal requirements, which would result in Celsius retaining its 40% direct interest in MMCI. Subject to the outcome of arbitration, Celsius may be able to retain an interest in PDEP of up to 100% ahead of any potential sell- down or dilution to a new investor as part of the MCB Project funding process. An indicative future structure for the MCB Project is set out below. DIRECTORS’ REPORT 8 Dispute with Kiri Industries Celsius is in a dispute with Equinaire Holdings Limited (“Equinaire”), a wholly-owned subsidiary of Indian-based Kiri Industries Limited (“Kiri”), with respect to the Omnibus Loan and Security Agreement (“OLSA”), which relates to a financing facility provided by Ma- harlika Investment Corporation (“MIC”) to MMCI. Following the purported sale and assignment of the OLSA by MIC to Equinaire, Equinaire issued the following notices in July 2026: • Notice of Event of Default – claiming that the Notice of Relinquishment issued to Sodor, constituted an Event of Default; • Notice of Commencement of Foreclosure Proceedings – seeking to initiate a foreclosure process and the enforcement of security with respect to MHL’s 40% interest in MMCI; and • Notice of Disposition – seeking to initiate a public auction for Celsius’ 40% interest in MMCI. Equinaire subsequently issued the following additional notices: • Notice of Event of Default – claiming that certain information-security incidents involving MMCI constituted an Event of Default; • Notice of Event of Default – claiming that Celsius’ attempt to seek protections from Philippine courts in relation to Equinaire’s attempted foreclosure itself constituted an Event of Default; • Notice of a Resumption of Foreclosure – seeking to recommence foreclosure and the enforcement of security with respect to Celsius’ 40% interest in MMCI; and • Notice of Disposition - seeking to proceed with a public auction of Celsius’ 40% interest in MMCI on 8 September 2026. Celsius refutes the occurrence and continuance of an Event of Default under the OLSA and the capacity of Equinaire to initiate a foreclosure process and sell its interest in MMCI. Petition for Interim Measures of Protection A Petition for Interim Measures of Protection (“Petition”) was filed with a Philippine court, seeking to injunct any foreclosure of the OLSA or disposition of Celsius’ interest in MMCI until the conclusion of arbitration between the parties. The court denied the Petition, finding that "irreparable injury” had not been sufficiently established and determining that any poten- tial loss arising from the foreclosure could be addressed through remedies available in arbitration. However, the court expressly stated that the denial of the Petition is not a determination that an Event of Default occurred or that Equinaire was entitled to foreclose. The Court likewise recognised that these issues remain disputed and should be addressed via arbitration. The court further emphasised that the arbitral tribunal has authority to determine the validity of any foreclosure and, where appropriate, grant interim relief. Public auction On 8 September 2026, Equinaire proceeded to conduct the public auction for the foreclosure of MHL’s shares in MMCI, which were pledged as collateral under the OLSA. Representatives from MHL were in attendance to put on record that any results of the foreclosure sale remain subject to the final determination of the pending arbitration between MHL and Equinaire. Equinaire submitted a credit bid of US$5,010,000. As there were no other registered bidders in attendance and no other bids re- ceived, Equinaire was declared the winning bidder. Next steps Celsius refutes the occurrence and continuance of an Event of Default under the OLSA and the capacity of Equinaire to initiate a foreclosure process and sell its interest in MMCI. It believes that Equinaire’s claimed Events of Default should be referred to arbitra- tion in accordance with the dispute resolution clauses within the OLSA. Celsius intends to protect its interests through a combination of appeals to higher Philippine courts and by progressing arbitration to seek an injunction around the transfer of MMCI shares, to dispute the occurrence and continuance of any claimed Events of Default and to pursue damages against Equinaire. Pending sale of the Opuwo Cobalt-Copper Project to Chinalco In June 2026, Celsius executed a binding Share Sale Agreement with Chinalco (Xiong’an) Mining Corporation Limited (“Chinalco (Xiong’an) Mining”), a subsidiary of Aluminum Corporation of China (“Chinalco”), in relation to a sale of its 95% interest in the Opuwo Cobalt-Copper Project (“Opuwo Project”) in Namibia. The Opuwo Project is a large-scale, advanced cobalt-copper exploration and development Project located in the Kunene Region of North-Western Namibia. The divestment will enable Celsius to increase its focus on its Philippine portfolio of copper-gold projects and provide a material source of near-term funding. Subject to resolving the current arbitration disputes with respect to MMCI, Celsius intends to utilise the net proceeds from the proposed sale to progress the development of the MCB Copper-Gold Project. The transaction entails the sale of an intercompany loan and Celsius’ 95% interest in Opuwo Cobalt Holdings (Proprietary) Limited for total consideration of US$15 million. DIRECTORS’ REPORT 9 Chinalco (Xiong'an) Mining is a specialised non-ferrous subsidiary of Chinalco that is focused on the development of large-scale in- ternational base metals projects. The transaction, which remains subject to a series of conditions precedent, is targeted to complete before 29 December 2026. Increased attention on the Sagay Copper Project Following recent developments relating to MMCI, Celsius has renewed its attention on its longer-term plan to develop the Sagay Copper Project, which is located in the north-eastern part of Negros Island, within the Province of Negros Occidental, Philippines. Sagay Project location and snapshot • Tenement area ~1,780 hectares • Main deposit - large-scale deep copper-gold porphyry • Secondary deposit - shallow supergene deposit west of the main porphyry, which would be the first target to be developed • Exploration - commenced in 2008 • Completed drilling - 47 drill holes and 28,252m com- pleted between 2012 to 2023 • Mineral Resource Estimate - 312Mt @ 0.39% copper and 0.11g/t gold (~1.2Mt of contained copper and ~1Moz of contained gold) The Sagay Project is intended to be developed in two phases. Phase 1 - initial development of the shallow supergene copper deposit. A small initial low-cost project entailing: • Medium-scale surface mining operation (mine footprint limited to ~20 hectares); • Processing of ore through gravity separation (avoiding the need for chemical reagents and flotation agents); • Dry-stacking of tailings to eliminate the need for a tailings dam; and • Production of a highly marketable copper concentrate with no material deleterious elements. Phase 2 - potential future development of the large-scale deep copper-gold porphyry. Subject to the support of the local community and further technical studies, Celsius intends to assess the longer-term potential for developing the large-scale copper porphyry project comprising of: • An underground block cave mining operation; and • Processing of ore and the production of a copper-gold concentrate via a standard milling and flotation operation. A Declaration of Mining Project Feasibility application has been submitted to the Philippine Mines and Geosciences Bureau and an updated Environmental Impact Assessment has been submitted to the Department of Environment and Natural Resources. Renewal of the exploration permit for the Botilao Copper-Gold Project The exploration permit for the Botilao Copper-Gold Project (“Botilao Project”) was renewed in February 2026. The Botilao Project is located in the Cordillera Administrative Region in the Philippines, ~320km north of Manila. It is located south- west of the MCB Project and comprises of an area of 947 hectares. The project could have the potential to provide additional feed to the MCB Project. Drilling undertaken by Lepanto Exploration Asia in the 1970s determined the presence of copper-gold mineralisation in the area with copper grades up to ~1%. The permit renewal secures the capacity to expand its resource base and demonstrates ongoing regulatory support from Philippine authorities. DIRECTORS’ REPORT 10 MATERIAL BUSINESS RISKS Litigation risks The Company is currently involved in a series of legal disputes and arbitration proceedings. The outcome of these disputes and proceedings could have a material impact on the Company’s future prospects, including its interests and entitlements with respect to the MCB Project. Exploration and development risk The exploration for and development of mineral deposits involve significant risks that even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, not all explora- tion activity will lead to the discovery of economic deposits, and even fewer are ultimately developed into producing mines. Major expenditure may be required to locate and establish Ore Reserves, to establish rights to mine the ground, to receive all necessary operating permits, to develop metallurgical processes and to construct mining and processing facilities at a particular site. Future capital requirements The Company has finite financial resources and no current cash flow from producing assets and therefore requires additional financ- ing in order to carry out its exploration and development activities. There can be no assurance that any such funding will be available to the Company on favourable terms or at all. Failure to obtain appropriate financing on a timely basis could cause the Company to have an impaired ability to expend the capital necessary to undertake or complete drilling programs, forfeit its interests in certain properties, and reduce or terminate its operations entirely. If the Company raises additional funds through the issue of equity secu- rities, this may result in dilution to the existing shareholders and/or a change of control at the Company. Title, tenure and land access risks The rights to mineral tenements carry with them various obligations which the holder is required to comply with in order to ensure the continued good standing of the tenement. Failure to meet these requirements could prejudice the right to maintain title to a given area and result in government or third-party action to forfeit a tenement or tenements. Mining and exploration tenements are subject to periodic renewal. The renewal of the term of granted tenements is subject to compliance with the applicable mining legislation and regulations and the discretion of the relevant mining authority. Sovereign risk The Company is subject to political, social, economic and other uncertainties including, but not limited to, changes in policies or the personnel administering them, foreign exchange restrictions, changes of law affecting foreign ownership, currency fluctuations, roy- alties and tax increases. Environmental regulation The Company’s exploration and evaluation activities are subject to laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company believes its activities are materially in compliance with all applicable laws and regulations. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS On 17 March 2023, agreements were entered into whereby Sodor acquired a 60% legal ownership in MMCI (owner of the MCB Project) for consideration of ~US$5 million. PMR, an affiliate of Sodor, was to subscribe for shares in PDEP Inc. the intended mineral processing company for the MCB Project, for an amount of ~US$38 million. The net effect would leave CLA with 70% economic interest in the MCB project. Payment of the combined consideration of US$43M was not received by the due date (16 February 2026). Up until 20 April 2026, MMCI had been consolidated into CLA. The determination of CLA as the parent of MMCI was based on the following factors: 1. CLA’s exclusive funding of MMCI until April 2026; 2. CLA’s exposure to economic risk and influence over financial direction; 3. The Board of MMCI comprised nominees of CLA and no Sodor representatives were appointed until April 2026. On 20 April 2026, Sodor requisitioned a MMCI shareholder’s meeting at which all five MMCI board seats were declared vacant and Sodor appointed its own representatives to the MMCI Board and terminated key executives. CLA has been unable to exercise any form of management / control of MMCI since that time. DIRECTORS’ REPORT 11 CLA considers that for financial reporting purposes, it ceased to be the parent of MMCI on 20 April 2026 and therefore MMCI should be deconsolidated as at that date. CLA has determined its 40% interest in MMCI provides it with significant influence and this invest- ment will be subsequently measured using equity accounting. The FV of the retained equity interest on 20 April 2026 has been determined to be $16,408,178 after taking into account the fair value of the loan to MMCI. The Directors are not aware of any other significant change in the state of affairs of the consolidated entity that occurred during the financial year other than as reported elsewhere in the Annual Report. FINANCIAL POSITION The net assets of the consolidated entity have decreased to $11,929,674 as at 30 June 2026, a decrease of $14,522,231 from net assets in the prior period of $26,451,905. The consolidated entity’s net working capital is $9,702,808 (2025: $4,975,009). EVENTS AFTER THE REPORTING PERIOD Appointment of Chair On 14 July 2026, the Company appointed George Bujtor as Non-Executive Chair of the board of directors. Equinaire dispute As highlighted in Note 23 CLA considers that for financial reporting purposes, it ceased to be the parent of MMCI on 20 April 2026 and therefore MMCI should be deconsolidated as at that date. Subsequent to 20 April 2026, the Philippine sovereign wealth fund, Maharlika Investment Corporation (“MIC”) completed the assignment of its rights, title, and interests under the Omnibus Loan and Security Agreement (“OLSA”) with Makilala Mining Company Inc. (“MMCI”) to Equinaire, a wholly-owned subsidiary of Kiri Industries Limited (“Kiri”) of India Following the purported sale and assignment of the OLSA by MIC to Equinaire, Equinaire issued the following notices in July 2026: • Notice of Event of Default – claiming that the Notice of Relinquishment issued to Sodor, constituted an Event of Default; • Notice of Commencement of Foreclosure Proceedings – seeking to initiate a foreclosure process and the enforcement of security with respect to MHL’s 40% interest in MMCI; and • Notice of Disposition – seeking to initiate a public auction for Celsius’ 40% interest in MMCI. Equinaire subsequently issued the following additional notices: • Notice of Event of Default – claiming that certain information-security incidents involving MMCI constituted an Event of Default; • Notice of Event of Default – claiming that Celsius’ attempt to seek protections from Philippine courts in relation to Equinaire’s attempted foreclosure itself constituted an Event of Default; • Notice of a Resumption of Foreclosure – seeking to recommence foreclosure and the enforcement of security with respect to Celsius’ 40% interest in MMCI; and • Notice of Disposition - seeking to proceed with a public auction of Celsius’ 40% interest in MMCI on 8 September 2026. Celsius refutes the occurrence and continuance of an Event of Default under the OLSA and the capacity of Equinaire to initiate a foreclosure process and sell its interest in MMCI. A Petition for Interim Measures of Protection (“Petition”