Celsius receives orders for Auditor appointment
Released
Released
Announcement PDF
Level 5, 191 St. Georges Terrace, Perth WA 6000 PO Box 7059, Cloisters Square PO, Perth WA 6850
P: +61 8 9324 4516 E: info@celsiusresources.com.au W: celsiusresources.com
ASX/AIM RELEASE
9 February 2026
Celsius receives orders for Auditor
appointment
_______________________________________________________________________________
Celsius Resources Limited (“Celsius” or the ”Company”) (ASX,AIM:CLA) refers to its
announcements of 2 and 4 February 2026 and advises that on 6 February 2026, the Company’s
application to the Supreme Court of Western Australia was heard.
The Court made the orders in substance sought by the Company, namely that under section
1322 of the Corporations Act 2001 (Cth) it is declared that the resignation of BDO Audit (WA)
Pty Ltd took effect on 30 November 2011, the appointment of RSM Australia Partners as auditor
from 30 November 2011 was valid, and orders were made to declare the validity of the previous
issues and on-sales of shares between the various dates of issue up until the date of the Court's
orders. A copy of the orders accompanies this announcement.
As a result of the orders being granted, the Company’s shares will be reinstated to official
quotation on ASX on 9 February 2026.
This announcement has been authorised for release by the Board.
Celsius Resources Contact Information
Level 5, 191 St. Georges Terrace
Perth WA 6000
PO Box 7059
Cloisters Square PO
Perth WA 6850
P: +61 8 9324 4516
E: info@celsiusresources.com.au
W: www.celsiusresources.com
ASX/AIM RELEASE PAGE 2
Celsius Resources Limited
Neil Grimes P: +61 419 922 478
E: info@celsiusresources.com.au
W: www.celsiusresources.com
Multiplier Media
(Australia Media Contact)
Jon Cuthbert
M: +61 402 075 707
E: jon.cuthbert@multiplier.com.au
Zeus
(Nominated Adviser & Broker)
James Joyce/
James Bavister
P: +44 (0) 20 3 829 5000
Zeus Capital Limited (“Zeus”) is the Company’s Nominated Adviser and is authorised and
regulated by FCA. Zeus’s responsibilities as the Company’s Nominated Adviser,
including a responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to
the London Stock Exchange. Zeus is not acting for and will not be responsible to any
persons for providing protections afforded to customers of Zeus nor for advising them in
relation to the proposed arrangements described in this announcement or any matter referred
to in it.
IN THE SUPREME COURT OF WESTERN AUSTRALIA
COR/9/2026
EX PARTE:
CELSIUS RESOURCES LIMITED (ACN 009
162 949)
First Plaintiff
_____________________________________________________________________
ORDERS OF JUSTICE HILL
MADE ON 6 FEBRUARY 2026
_____________________________________________________________________
UPON THE APPLICATION of the plaintiff by amended originating process
dated 3 February 2026, and UPON HEARING B Tomasi, of counsel for the
plaintiff, IS ORDERED that:
1. Pursuant to s 1322(4)(a) of the Corporations Act, it is declared that:
(a) the resignation of BDO Audit (WA) Pty Ltd (BDO) as auditor as from 30 November 2011
is not invalid by reason of the failure of the Plaintiff to seek the consent of the Australian
Securities and Investments Commission (ASIC) pursuant to s 329(5) of the Corporations
Act and lodge a Form 315 in accordance with s 329(11) of the Corporations Act;
(b) RSM Australia Partners (RSM) was validly appointed as auditor of the Plaintiff on 30
November 2011;
(c) the financial reports prepared and lodged by the Plaintiff since 30 November 2011 have
complied with Part 2M.3 of the Corporations Act to the extent that they were required to be
audited by the company auditor, and were audited by RSM.
2. Pursuant to s 1322(4)(c) of the Corporations Act, the Plaintiff and its current and former directors
and officers are relieved from any civil liability arising out of any contravention of section 329(11)
of the Corporations Act by any failure of the Plaintiff and / or its directors to lodge with ASIC a
notice of the resignation of BDO in the prescribed form within 14 days after the receipt of a notice
of resignation from BDO.
3. Pursuant to s 1322(4)(a) of the Corporations Act, a declaration that:
(a) by reason of order 1 and 2, the notices given under section 708A(5)(e) of the Corporations
Act set out in Annexure A to this originating process were effective when given; and
(b) any offer for sale or sale of the securities of the Plaintiff
(c) referred to in Annexure A of this originating process during the period from their respective
dates of issue to the date of these orders (inclusive), is not invalid by reason of:
(d) any failure by the Plaintiff to give notices under section 708A(5)(e) of the Corporations Act
to exempt the sellers from the obligation of disclosure under the Corporations Act; and
(e) any consequent failure by the sellers of the securities to comply with section 707(3) of the
Corporations Act.
4. A sealed copy of these orders is to be served on ASIC as soon as reasonably practicable and upon
service of these orders, ASIC is to include these orders on its database.
5. As soon as is reasonably practicable, the Plaintiff is to publish an announcement to the Australian
Securities Exchange in which a copy of these orders is included.
6. For a period of 28 days from the date of these orders, any person who claims to have suffered
substantial injustice or is likely to suffer substantial injustice by the making of any or all of these
orders has liberty to apply to vary or to discharge them within that period.
7. Until further order of this Court, pursuant to O 67B r 5(3) of the of the Rules of the Supreme Court
1971 (WA), the Affidavit of Kellie Anne Davis affirmed on 5 February 2026 is a restricted
document and is not to be made available for inspection by anyone (other than the parties, their
legal representatives, and the Court and such Court personnel immediately involved in the conduct
of the proceeding).
8. Any application for access to the document referred to in order 7 must be referred to the
Honourable Justice Hill for determination and be made on 24 hours' written notice to the parties.
9. There be liberty to apply on 24 hours’ written notice to vary order 7.
10. There be no order as to costs.
BY THE COURT
THE HONOURABLE JUSTICE J HILL
ANNEXURE A
No Security Type Date of issue Cleansing Notice Number issued
1
OFP 3 January 2013 4 January 2013 15,000,000
2
OFP 21 February 2013 25 February 2013 5,750,000
3
OFP 11 March 2013 11 March 2013 227,272,727
4
OFP 29 August 2014 29 August 2014 18,750,000
5
OFP 3 March 2015 6 March 2015 155,368,852
6
OFP 3 March 2015 6 March 2015 21,782,674
7
OFP 7 May 2015 7 May 2015 111,010,237
8
OFP 22 May 2015 22 May 2015 111,019,842
9
OFP 8 September 2015 9 September 2015
(published on the
ASX on 10
September 2015)
12,077,300
10
OFP 1 December 2015 1 December 2015 196,369,444
11
OFP 14 February 2017 16 February 2017 1,800,000
12
OFP 6 March 2017 7 March 2017 27,777,773
13
OFP 16 April 2018 16 April 2018 1,000,000
14
OFP 16 April 2018 16 April 2018 2,000,000
15
OFP 4 May 2018 4 May 2018 2,000,000
16
OFP 11 May 2018 11 May 2018 48,650,054
17
OFP 15 May 2018 15 May 2018 2,000,000
18
OFP 22 May 2018 22 May 2018 8,000,000
19
OFP 31 May 2018 31 May 2018 8,000,000
20
OFP 5 June 2020 5 June 2020 23,000,000
21
OFP 4 February 2021 4 February 2021 100,000,000
22
OFP 5 May 2021 5 May 2021 167,010,000
23
OFP 3 December 2021 3 December 2021 2,500,000
24
OFP 3 December 2021 3 December 2021 4,250,000
25
OFP 10 March 2022 10 March 2022 167,487,687
26
OFP 5 August 2022 5 August 2022 262,484,775
27
OFP 17 August 2022 17 August 2022 10,417,500
28
Options 16 September 2022 20 September 2022 66,995,074
29
OFP 16 September 2022 20 September 2022 8,461,000
30
Options 16 September 2022 20 September 2022 39,093,111
31
Options 16 September 2022 20 September 2022 135,472,888
2
3469-8443-9111, v. 1
32
OFP 19 December 2022 19 December 2022 3,000,000
33
OFP 30 December 2022 30 December 2022 45,000,000
34
OFP 18 January 2023 18 January 2023 3,000,000
35
OFP 23 January 2023 23 January 2023 4,000,000
36
OFP 30 January 2023 31 January 2023 296,375,000
37
OFP 31 January 2023 31 January 2023 3,000,000
38
OFP 22 March 2023 23 March 2023 8,448,856
39
OFP 6 April 2023 6 April 2023 2,265,430
40
OFP 28 April 2023 28 April 2023 3,000,000
41
OFP 16 May 2023 16 May 2023 2,000,000
42
OFP 16 May 2023 17 May 2023 (as
amended by a
subsequent
cleansing notice
issued on 17 May
2023)
333,333,333
43
OFP 12 July 2023 12 July 2023 2,500,000
44
OFP 25 July 2023 25 July 2023 17,068,208
45
OFP 31 July 2023 31 July 2023 10,000,000
46
OFP 7 August 2023 7 August 2023 5,431,792
47
OFP 19 March 2025 24 March 2025 212,333,535
48
OFP 26 March 2025 26 March 2025 25,999,213
49
OFP 16 May 2025 16 May 2025 200,166,465
50
OFP 16 May 2025 16 May 2025 27,750,787
51
OFP 19 November 2025 20 November 2025
(as amended by a
subsequent
cleansing notice
announced on 21
November 2025)
106,000,000
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