Update - Proposed issue of securities - CLA
Released
Released
Announcement PDF
Appendix 3B - Proposed issue of securities
Update Summary
Entity name
CELSIUS RESOURCES LIMITED.
Announcement Type
Update to previous announcement
Date of this announcement
20/9/2024
Reason for update to a previous announcement
Update to proposed security issue date and option expiry date to 30/09/2027
Refer to next page for full details of the announcement
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
Part 1 - Entity and announcement details
1.1 Name of +Entity
CELSIUS RESOURCES LIMITED.
We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees
to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in
Appendix 3B of the ASX Listing Rules.
If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also
apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set
out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under
the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX
an Appendix 2A online form notifying ASX of their issue and applying for their quotation).
1.2 Registered Number Type
Registration Number
ABN
95009162949
1.3 ASX issuer code
CLA
1.4 The announcement is
Update/amendment to previous announcement
1.4a Reason for update to a previous announcement
Update to proposed security issue date and option expiry date to 30/09/2027
1.4b Date of previous announcement to this update
16/9/2024
1.5 Date of this announcement
20/9/2024
1.6 The Proposed issue is:
A placement or other type of issue
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
Part 7 - Details of proposed placement or other issue
Part 7A - Conditions
7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other
type of issue can proceed on an unconditional basis?
No
Part 7B - Issue details
Is the proposed security a 'New
class' (+securities in a class that is
not yet quoted or recorded by ASX)
or an 'Existing class' (additional
securities in a class that is already
quoted or recorded by ASX)?
Existing class
Will the proposed issue of this
+security include an offer of
attaching +securities?
No
Details of +securities proposed to be issued
ASX +security code and description
CLA : ORDINARY FULLY PAID
Number of +securities proposed to be issued
120,000,000
Offer price details
Are the +securities proposed to be issued being issued for a cash
consideration?
Yes
In what currency is the cash
consideration being paid?
What is the issue price per
+security?
AUD - Australian Dollar
AUD 0.01250
Will these +securities rank equally in all respects from their issue date with
the existing issued +securities in that class?
Yes
Is the proposed security a 'New
class' (+securities in a class that is
not yet quoted or recorded by ASX)
or an 'Existing class' (additional
securities in a class that is already
quoted or recorded by ASX)?
Existing class
Appendix 3B - Proposed issue of securities
Will the proposed issue of this
+security include an offer of
attaching +securities?
No
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Appendix 3B - Proposed issue of securities
Details of +securities proposed to be issued
ASX +security code and description
CLA : ORDINARY FULLY PAID
Number of +securities proposed to be issued
7,500,000
Offer price details
Are the +securities proposed to be issued being issued for a cash
consideration?
No
Please describe the consideration being provided for the +securities
Nominal consideration of A$0.01.
Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities
Will these +securities rank equally in all respects from their issue date with
the existing issued +securities in that class?
Yes
Is the proposed security a 'New
class' (+securities in a class that is
not yet quoted or recorded by ASX)
or an 'Existing class' (additional
securities in a class that is already
quoted or recorded by ASX)?
New class
Will the proposed issue of this
+security include an offer of
attaching +securities?
No
Details of +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs
issued over them)
Have you received confirmation from
ASX that the terms of the proposed
+securities are appropriate and
equitable under listing rule 6.1?
No
Will the entity be seeking quotation
of the 'new' class of +securities on
ASX?
No
ASX +security code
+Security description
New class-code to be confirmed
Options exercisable at A$0.025 each expiring 3 years from issue date
+Security type
Options
Number of +securities proposed to be issued
30,000,000
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
No
Please describe the consideration being provided for the +securities
Part of the Committed Equity Facility announced to ASX on 16 September 2024
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes
Options details
+Security currency
Exercise price
Expiry date
AUD - Australian Dollar
AUD 0.0250
23/9/2027
Details of the type of +security that will be issued if the option is exercised
CLA : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
One fully paid ordinary share (ASX:CLA)
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities
proposed to be issued or provide the information by separate announcement.
Refer to ASX announcement dated 16 September 2024 for further information.
Part 7C - Timetable
7C.1 Proposed +issue date
30/9/2024
Part 7D - Listing Rule requirements
7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1?
No
7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15%
placement capacity under listing rule 7.1?
Yes
7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15%
placement capacity under listing rule 7.1?
157,500,000
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's
additional 10% placement capacity under listing rule 7.1A (if applicable)?
No
7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue?
No
7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules?
No
7D.4 Will any of the +securities to be issued be subject to +voluntary escrow?
No
Part 7E - Fees and expenses
7E.1 Will there be a lead manager or broker to the proposed issue?
No
7E.2 Is the proposed issue to be underwritten?
No
7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue
Celsius will pay Patras's legal fees and expenses of A$30,000 in relation to the Placement and Facility.
Part 7F - Further Information
7F.01 The purpose(s) for which the entity is issuing the securities
To equip Celsius with the funds needed to advance its project portfolio including the Sagay and Botilao Projects, and to
support corporate functions.
7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds?
No
7F.2 Any other information the entity wishes to provide about the proposed issue
Refer to ASX announcement dated 16 September 2024 for further information.
7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with
the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of:
The publication of a +disclosure document or +PDS for the +securities proposed to be issued
Appendix 3B - Proposed issue of securities
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