Announcement PDF 18 October 2024 ANNUAL GENERAL MEETING NOTICE AND PROXY FORM An Annual General Meeting (Meeting) of Celsius Resources Limited (Celsius or the Company) will be held on Monday, 18 November 2024 at 3:00pm (WST) by virtual meeting facility. The Notice of Meeting (Notice) can be viewed and downloaded at https://celsiusresources.com/investors/. The Notice includes information on participating in the Meeting and the business to be considered at the Meeting. In accordance with section 110E of the Corporations Amendment (Meetings and Documents) Act 2022 (Cth), the Company will not be sending hard copies of the Notice unless a Shareholder has elected to receive documents in hard copy. If you have not elected to receive documents in hard copy, you can still request a hard copy of the Notice by contacting the Company Secretary by telephone on +61 8 6245 9438 or via email at info@celsiusresources.com.au. If you are unable to attend the Meeting, the Company strongly encourages shareholders to lodge a proxy form prior to the Meeting. Shareholders can lodge their proxy by going to https://investor.automic.com.au/#loginsah and logging in with your holder number (HIN/SRN), which you can find on your enclosed personalised proxy form. Your proxy form must be received by 3:00pm (WST) 16 November 2024, being not less than 48 hours before the commencement of the Meeting. Any proxy forms received after that time will not be valid for the Meeting. The Notice is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, 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 +61 2 9698 5414 (overseas). Yours faithfully Julito Sarmiento Executive Chairman Celsius Resources Limited Level 5, 191 St. Georges Terrace, Perth WA 6000 PO Box 7059, Cloisters Square PO, Perth WA 6850 P: +61 2 8072 1400 E: info@celsiusresources.com.au celsiusresources.com.au CELSIUS RESOURCES LIMITED ACN 009 162 949 NOTICE OF ANNUAL GENERAL MEETING Notice is given that the Meeting will be held at: TIME: 3:00pm (WST) DATE: Monday 18 November 2024 PLACE: By virtual meeting facility The business of the Meeting affects your shareholding and your vote is important. This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 3:00pm (WST) on Saturday 16 November 2024. BUSINESS OF THE MEETING AGENDA 1. ANNUAL REPORT To consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2024, which includes the Financial Report, the Directors' Report and the Auditor's Report. Note: there is no requirement for Shareholders to approve the Annual Report. 2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding ordinary resolution: “That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s Annual Report.” Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company. A voting prohibition statement applies to this Resolution. Please see below. 3. RESOLUTION 2 – ELECTION OF DIRECTOR – MARK VAN KERKWIJK To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purpose of clause 15.4 of the Constitution, Listing Rule 14.4 and for all other purposes, Mark van Kerkwijk, a Director who was appointed as an additional Director on 8 May 2024, retires, and being eligible, is elected as a Director.” 4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – JULITO SARMIENTO To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purpose of clause 15.2 of the Constitution, and for all other purposes, Julito Sarmiento, a Director, retires by rotation, and being eligible, is re-elected as a Director.” 5. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – PETER HUME To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purpose of clause 15.2 of the Constitution, and for all other purposes, Peter Hume, a Director, retires by rotation, and being eligible, is re-elected as a Director.” 1 6. RESOLUTION 5 – RATIFICATION OF ISSUE OF PATRAS SECURITIES To consider and, if thought fit, to pass, with or without amendment, as an ordinary resolution, the following: “That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 127,500,000 Shares and 30,000,000 Options issued to Patras (or its nominee/s) under Listing Rule 7.1 on the terms and conditions in the Explanatory Statement.” A voting exclusion applies to this Resolution. Please see below. 7. RESOLUTION 6 – RATIFICATION OF ISSUE OF SILVERCORP SECURITIES To consider and, if thought fit, to pass, with or without amendment, as an ordinary resolution, the following: “That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 15,611,758 Shares and 3,673,355 Options issued to Silvercorp (or its nominee/s) under Listing Rule 7.1 on the terms and conditions in the Explanatory Statement.” A voting exclusion applies to this Resolution. Please see below. 8. RESOLUTION 7 – APPROVAL OF 7.1A MANDATE To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution: “That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.” A voting exclusion applies to this Resolution. Please see below. Dated: 18 October 2024 By order of the Board Julito Sarmiento Executive Chairman 2 Voting Prohibition Statements Resolution 1 – Adoption of Remuneration Report A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or (b) a Closely Related Party of such a member. However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Voting Exclusion Statements In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolutions set out below by or on behalf of the following persons: Resolution 5 – Ratification of issue of Patras Securities by or on behalf of Patras and any other person who participated in the issue of the Patras Securities, or any of their respective associates, or their nominees. Resolution 6 – Ratification of issue of Silvercorp Securities by or on behalf of Silvercorp and any other person who participated in the issue of the Silvercorp Securities, or any of their respective associates, or their nominees. Resolution 7 – Approval of 7.1A Mandate if at the time of the Meeting, the Company is proposing to make an issue of Equity Securities under Listing Rule 7.1A.2, by or on behalf of any persons who are expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a Shareholder), or any of their respective associates. However, the above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by: (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting by proxy To vote by proxy, please complete and sign the enclosed proxy form and return by the time and in accordance with the instructions set out on the proxy form. 3 In accordance with section 249L of the Corporations Act, Shareholders are advised that: • each Shareholder has a right to appoint a proxy; • the proxy need not be a Shareholder of the Company; and • a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes. Shareholders and their proxies should be aware that: • if proxy holders vote, they must cast all directed proxies as directed; and • any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed. Voting online via virtual meeting The Company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic, where shareholders will be able to watch, listen, and vote online. To access the virtual meeting: 1. Open your internet browser and go to investor.automic.com.au 2. Login with your username and password or click “register” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting 3. After logging in, a banner will be displayed at the top once the meeting is open for registration, click on “View” when this appears 4. Click on “Register” and follow the steps 5. Click on the URL to join the webcast where you can view and listen to the virtual meeting 6. Once the Chair of the Meeting has declared the poll open for voting click on “Refresh” to be taken to the voting screen 7. Select your voting direction and click “confirm” to submit your vote. Note that you cannot amend your vote after it has been submitted. You may still vote at the virtual Meeting even if you have appointed a proxy. If you have previously submitted a Proxy Form, your attendance at the Meeting will not revoke your proxy appointment unless you actually vote at the Meeting for which the proxy is proposed to be used, in which case, the proxy’s appointment is deemed to be revoked with respect to voting on that resolution. Depositary Interest holders Persons Entitled to Vote The Form of Instruction (accompanying this Notice of Meeting) 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 5:00 pm (UK Time) on 13 November 2024. Any Form of Instruction received after that time will not be valid for the Meeting. CREST Voting Holders of Depositary Interests in CREST may transmit voting instructions by utilising the CREST voting service in accordance with the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will be able to take appropriate action on their behalf. In order for instructions made using the CREST voting service to be valid, the appropriate CREST message (a “CREST Voting Instruction”) must be properly authenticated in accordance with 4 Euroclear’s specifications and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com). To be effective, the CREST Voting Instruction must be transmitted so as to be received by the Company’s agent (3RA50) no later than 5:00 pm (UK Time) on 13 November 2024. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST Voting Instruction by the CREST applications host) from which the Company’s agent is able to retrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST. Holders of Depositary Interests in CREST and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the transmission of CREST Voting Instructions. It is the responsibility of the Depositary Interest holder concerned to take (or, if the Depositary Interest holder is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that the CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a CREST Voting Instruction is transmitted by means of the CREST voting service by any particular time. In this connection, Depositary Interest holders and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. Chair's voting intentions If the Chair is your proxy, either by appointment or by default, and you have not indicated your voting intention, you expressly authorise the Chair to exercise the proxy in respect of Resolution 1 even though this Resolution is connected directly or indirectly with the remuneration of the Company's Key Management Personnel. The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention. Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 8 6245 9438. 5 EXPLANATORY STATEMENT This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions. 1. ANNUAL REPORT In accordance with the Corporations Act, the business of the Meeting will include receipt and consideration of the Annual Report, including the Financial Report, the Directors’ Report and the Auditor’s Report for the financial year ended 30 June 2024. There is no requirement for Shareholders to approve the Annual Report. At the Meeting, Shareholders will be offered the opportunity to: (a) discuss the Annual Report celsiusresources.com/investors/; which is available online at (b) ask questions about, or comment on, the management of the Company; and (c) ask the auditor questions about the conduct of the audit and the preparation and content of the auditor's report. In addition to taking questions at the Meeting, written questions to the Chair about the management of the Company, or to the Company's auditor about: (a) the preparation and content of the auditor's report; (b) the conduct of the audit; (c) accounting policies adopted by the Company in relation to the preparation of the financial statements; and (d) the independence of the auditor in relation to the conduct of the audit, may be submitted no later than five business days before the Meeting to the Company Secretary at the Company's registered office. The Company will not provide a hard copy of the Company’s Annual Report to Shareholders unless specifically requested to do so. 2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT 2.1 General In accordance with section 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report for the year ended 30 June 2024 in the Annual Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for specified executives and non-executive Directors. In accordance with section 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors. If Resolution 1 is not passed, the 6 Directors will not be required to alter any of the arrangements in the Remuneration Report. If the Company's Remuneration Report receives a 'no' vote of 25% or more (Strike) at two consecutive annual general meetings, Shareholders will have the opportunity to remove the whole Board, except the Managing Director (if any). Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director, if any) who were in office at the date of approval of the applicable Directors' Report must stand for re-election. The Company's Remuneration Report did not receive a Strike at the 2023 annual general meeting held on 14 November 2023. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that if a second Strike is received at the 2025 annual general meeting, this may result in the re-election of the Board. The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about or make comments on the Remuneration Report. 2.2 Additional information Resolution 1 is an ordinary resolution. Given the personal interests of all Directors in the outcome of this Resolution, the Board declines to make a recommendation to Shareholders regarding this Resolution. 3. RESOLUTION 2 – ELECTION OF DIRECTOR – MARK VAN KERKWIJK 3.1 General Clause 15.4 of the Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Pursuant to the Constitution and Listing Rule 14.4, any Director so appointed holds office only until the next annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting. Mark van Kerkwijk, a Director having been appointed on 8 May 2024 in accordance with the Constitution, will retire in accordance with the Constitution and Listing Rule 14.4 and, being eligible and offering himself for election, seeks election pursuant to Resolution 2. 3.2 Qualifications and other material directorships Mr. van Kerwijk is a seasoned technologist and security risk management professional with a diverse background spanning defense, agriculture, construction, compliance and financial services. Having implemented projects across various countries, he combines a global perspective of differing regulations and cultural diversity with expertise in technology and security to enhance operational efficiencies and mitigate risks. He is dedicated to advancing the 7 Company’s sustainable mining practices and good governance in order to contribute to the Company’s ongoing success in the industry for the lasting benefit of all its shareholders and stakeholders. Mr. van Kerkwijk brings a strategic and entrepreneurial approach to executing the Company’s flagship projects. His extensive experience as a substantial private investor in the resources sector, particularly as among the Top 20 shareholders in the Company, has equipped him with a deep knowledge and understanding of market dynamics, shareholders' interests and investment strategies that drive company growth, innovation and success. 3.3 Independence If elected, Mr. van Kerkwijk is not considered by the Board (with Mr. van Kerkwijk abstaining) to be an independent director as he is an Executive Director. 3.4 Other material information The Company conducts appropriate checks on the background and experience of candidates before their appointment to the Board. These include checks as to a person’s experience, educational qualifications, character, criminal record and bankruptcy history. The Company undertook such checks prior to the appointment of Mark van Kerkwijk. Mark van Kerkwijk has acknowledged to the Company that he will have sufficient time to fulfil his responsibilities as an Executive Director of the Company and does not consider that any other commitment will interfere with his availability to perform his duties as an Executive Director of the Company. 3.5 Technical information required by Listing Rule 14.1A If Resolution 2 is passed, Mark van Kerkwijk will be elected to the Board as an Executive Director. In the event that Resolution 2 is not passed, Mark van Kerkwijk will not be elected as an Executive Director. The Company may seek nominations or otherwise identify suitably qualified candidates to join the Company. As an additional consequence, this may detract from the Board and Company’s ability to execute on its strategic vision. 3.6 Board recommendation The Board has reviewed Mark van Kerkwijk’s performance since his appointment to the Board and considers that his skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board (other than Mr. Van Kerkwijk who has a personal interest in the outcome of Resolution 2) supports the election of Mark van Kerkwijk and recommends that Shareholders vote in favour of Resolution 2. 4. RESOLUTIONS 3 AND 4 – RE-ELECTION OF DIRECTORS – JULITO SARMIENTO AND PETER HUME 4.1 General Clause 15.2 of the Constitution provides that at the Company’s annual general meeting in every year, one-third of the Directors must retire from office (excluding the Managing Director and any Director who only holds office until the next 8 annual general meeting pursuant to clause 15.4 of the Constitution) and those retiring Directors are eligible for re-election. Clause 15.2 of the Constitution provides that the Director(s) who must retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who become Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots. Excluding Mark van Kerkwijk (refer to Resolution 2), the Company has four Directors and therefore the number of Directors to retire at the Meeting is two (rounded upwards). Julito Sarmiento and Peter Hume were each last elected at the 2022 annual general meeting of the Company and are the Directors who have been longest in office since their last election. Accordingly, Messrs Sarmiento and Hume, as Executive Chairman and Non-Executive Director (respectively), have agreed to retire at this Meeting and, being eligible, seek re-election pursuant to Resolutions 3 and 4 respectively. 4.2 Qualifications and other material directorships (a) Julito Sarmiento Mr. Sarmiento, a Philippine national and resident, admitted to the Philippine Bar and New York State Bar, has over 30 years’ experience as a lawyer in mining, environment, social license, renewable energy, and government relations in the Philippines. He is a strong advocate for the sustainable development and social transformation of local communities, particularly of indigenous cultural communities in resource-dependent industries. He has excellent relationship with the Balatoc indigenous cultural community as host community of Makilala Mining Corporation for the Maalinao-Caigutan-Biyog (MCB) Project in Kalinga Province, Northern Luzon. He also played a key role in the successful operations of several significant mining companies throughout the country. He led the acquisition by Glencore of the Philippine Associated Smelting and Refining (PASAR) Corporation in Leyte Province, Visayas, where he subsequently served as Board Director, Vice President and General Counsel. He was Senior Partner and Head of Natural Resources, Environment and Social License Practice Group for 16 years of one of the leading law firms in the Philippines. He was CEO, President and co-Founder of WeGen Inc., a renewable distributed energy covering Southeast Asia. He is concurrently the Founder and Co-Managing Partner of Sarmiento Loriega (SL) Law Office and SL & Partners Consultancy Inc. Mr. Sarmiento holds a Master of Laws degree and Doctor of Jurisprudence (Cand.) as a World Bank Scholar from Yale Law School in New Haven, Connecticut, an MBA (with highest honours) from a Joint Program of Ateneo School of Business and Colorado-based Regis University, a Bachelor of Arts degree, major in Pre-Divinity at the Ateneo de Manila University. He underwent an eight-year formation for the priesthood in the Seminary where he developed a very close relationship with the Church. Mr Sarmiento is currently the President of each of Celsius’ operating subsidiaries, namely Makilala Mining Company, Inc. (MCB Copper 9 Project), Tambuli Mining Company, Inc. (Sagay Copper Project) and PDEP, Inc. (b) Peter Hume Mr Hume is a Civil Engineer and has over 40 years of substantial and practical experience on major mining and construction development projects on lead roles throughout Australia and internationally. This experience has greatly helped build his proven skills in general management, project management, operation management, construction management, dispute resolution, infrastructure and process design. He has carried out operational assignments in mining, materials handling, processing and infrastructure, where he was responsible for a range of roles from concept planning through to commissioning and operations. Within these capacities, he was also responsible for design management, development and implementation of quality, safety and maintenance management systems. These assignments have been demonstrated when he worked with companies such as Porgera Joint Venture, Xstrata Copper, Xstrata Coal, Anglo Coal, Glencore, Newmont Mining Corporation, BMA Coal, Kaltim Prima Coal and Dyno Nobel among others. While working with these companies, he had the opportunity to mentor young and dynamic professionals which has been a key driver in his career, to ensure that knowledge, experience and core values gained through the years is passed on. 4.3 Independence (a) Julito Sarmiento As Julito Sarmiento is the Executive Chair of the Company, the Board does not consider him as being independent. However, the Board (excluding Mr. Sarmiento) considers that he has always acted, and will continue to act, in the best interests if the Company as a whole. If re-elected the Board (excluding Mr. Sarmiento) does not consider Julito Sarmiento will be an independent Director. (b) Peter Hume Peter Hume was previously Managing Director of the Company from 22 March 2023 until 8 May 2024, and this position may influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgement to bear on issues before the Board and to act in the best interest of the Company as a whole rather than in the interests of an individual security holder or other party. If re-elected the Board (excluding Mr. Hume) does not consider Peter Hume will be an independent Director. 4.4 Other material information Julito Sarmiento has confirmed that he considers he will have sufficient time to fulfil his responsibilities as Executive Chairman of the Company and does not consider that any other commitment will interfere with his availability to perform his duties as Executive Chairman of the Company. 10 Peter Hume has confirmed that he considers he will have sufficient time to fulfil his responsibilities as a Non-Executive Director of the Company and does not consider that any other commitment will interfere with his availability to perform his duties as a Non-Executive Director of the Company. 4.5 Technical information required by Listing Rule 14.1A If Resolution 3 is passed, Julito Sarmiento will be re-elected to the Board as Executive Chairman. If Resolution 4 is passed, Peter Hume will be re-elected to the Board as a NonExecutive Director. In the event that Resolution 3 is not passed, Julito Sarmiento will not be re-elected as Executive Chairman. The Company may seek nominations or otherwise ide