Announcement PDF Appendix 3B - Proposed issue of securities Announcement Summary Entity name CELSIUS RESOURCES LIMITED. Announcement Type New announcement Date of this announcement 10/3/2025 The Proposed issue is: A placement or other type of issue Total number of +securities proposed to be issued for a placement or other type of issue Maximum Number of +securities to be issued ASX +security code +Security description New class-code to be confirmed Options exercisable at $0.01 each and expiring 3 years from issue date 206,250,000 New class-code to be confirmed Options exercisable at $0.01 each and expiring 3 years from issue date 68,750,000 CLA ORDINARY FULLY PAID 412,500,000 Proposed +issue date 19/3/2025 Refer to next page for full details of the announcement Appendix 3B - Proposed issue of securities 1/7 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 New announcement 1.5 Date of this announcement 10/3/2025 1.6 The Proposed issue is: A placement or other type of issue Appendix 3B - Proposed issue of securities 2/7 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? Yes 7A.1a Conditions Approval/Condition Date for determination +Security holder approval 30/4/2025 Is the date estimated or actual? ** Approval received/condition met? Estimated No Comments 200,166,465 Shares and 275,000,000 Options are subject to shareholder approval, as this portion exceeds the Company's existing available placement capacity under Listing Rule 7.1. 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? Yes Details of +securities proposed to be issued ASX +security code and description CLA : ORDINARY FULLY PAID Number of +securities proposed to be issued 412,500,000 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 0.00800 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Appendix 3B - Proposed issue of securities 3/7 Appendix 3B - Proposed issue of securities Yes Attaching +Security Is the proposed attaching 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 Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX) Details of attaching +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 Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? Yes equitable under listing rule 6.1? No ASX +security code +Security description New class-code to be confirmed Options exercisable at $0.01 each and expiring 3 years from issue date +Security type Options Number of +securities proposed to be issued 206,250,000 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 One free-attaching option for every two new shares subscribed for under the Placement. 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 AUD - Australian Dollar Exercise price Expiry date AUD 0.0100 30/4/2028 Details of the type of +security that will be issued if the option is exercised CLA : ORDINARY FULLY PAID Appendix 3B - Proposed issue of securities 4/7 Appendix 3B - Proposed issue of securities 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 10 March 2025 for further information. 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? Yes ASX +security code +Security description New class-code to be confirmed Options exercisable at $0.01 each and expiring 3 years from issue date +Security type Options Number of +securities proposed to be issued 68,750,000 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 Lead Manager engagement services. Refer to ASX announcement dated 10 March 2025 for further information. 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 Appendix 3B - Proposed issue of securities 5/7 Appendix 3B - Proposed issue of securities Options details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0100 30/4/2028 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 10 March 2025 for further information. Part 7C - Timetable 7C.1 Proposed +issue date 19/3/2025 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? 212,333,535 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? Yes Appendix 3B - Proposed issue of securities 6/7 Appendix 3B - Proposed issue of securities 7E.1a Who is the lead manager/broker? Pac Partners Securities Pty Ltd. 7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? A capital raising fee of 6% of the proceeds of the Placement and one (1) Placement Option for every six (6) new shares subscribed for under the Placement, conditional on the Company obtaining shareholder approval at a General Meeting to be held in April 2025. 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 None. Part 7F - Further Information 7F.01 The purpose(s) for which the entity is issuing the securities -Pre Project Development support for the Maalinao-Caigutan-Biyog copper-gold project; -Progression of the Sagay and Botilao copper-gold projects, -Corporate costs, and -General working capital to sustain ongoing activities. 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 10 March 2025 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 cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f) Appendix 3B - Proposed issue of securities 7/7