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 18/4/2024 Reason for update to a previous announcement To amend the number of warrants proposed to be issued to the Companys broker, WH Ireland Limited. 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 Update/amendment to previous announcement 1.4a Reason for update to a previous announcement To amend the number of warrants proposed to be issued to the Companys broker, WH Ireland Limited. 1.4b Date of previous announcement to this update 15/4/2024 1.5 Date of this announcement 18/4/2024 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? 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? Yes Details of +securities proposed to be issued ASX +security code and description CLA : ORDINARY FULLY PAID Number of +securities proposed to be issued 153,666,663 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? GBP - Pound Sterling GBP 0.00600 AUD equivalent to issue price amount per +security 0.012000 FX rate (in format AUD 1.00 / primary FX rate (in format AUD rate/primary currency rate): currency rate) Primary Currency rate GBP 0.51993602 AUD 1.00 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes Appendix 3B - Proposed issue of securities 3/7 Appendix 3B - Proposed issue of securities 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? No equitable under listing rule 6.1? No ASX +security code +Security description New class-code to be confirmed Warrants exercisable at GBP0.009 each and expiring 31 December 2026 +Security type Other Number of +securities proposed to be issued 153,666,663 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 Placement participants will receive one (1) free attaching unlisted warrant for every one (1) new share subscribed at the offer price of GBP0.006 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 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 15 April 2024 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? Yes 4/7 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 8,641,666 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 The Company's broker, WH Ireland Limited, will receive a fee of approximately 5% of the total funds raised in the Placement & a corporate finance fee of GBP5k which is payable through the issue of 8,474,999 incentive shares at a deemed price of GBP0.006 per share and 8,474,999 free-attaching unlisted incentive warrants issued on the same terms as the placement. A GBP1k retainer fee is payable through the issue of 166,667 incentive shares at a deemed price of GBP0.006 per share. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.012000 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? 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? No equitable under listing rule 6.1? No ASX +security code +Security description New class-code to be confirmed Warrants exercisable at GBP0.009 each and expiring 31 December 2026 +Security type Other Number of +securities proposed to be issued Appendix 3B - Proposed issue of securities 5/7 Appendix 3B - Proposed issue of securities Number of +securities proposed to be issued 8,474,999 Reason for the update of 'Number of +securities proposed to be issued' 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 The Company's broker, WH Ireland Limited, will receive one (1) free-attaching incentive unlisted warrant for every one (1) new shares issued. 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 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 15 April 2024 Part 7C - Timetable 7C.1 Proposed +issue date 18/4/2024 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? 162,141,662 free-attaching unlisted warrants and 8,641,666 ordinary fully paid shares 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)? Yes 7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A? 153,666,663 ordinary fully paid shares Appendix 3B - Proposed issue of securities 6/7 Appendix 3B - Proposed issue of securities 7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate A placement was deemed to be an efficient and cost effective method for the Company to raise funds 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 7E.1a Who is the lead manager/broker? W.H. Ireland Limited 7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? A fee of approximately 5% of the total funds raised in the Placement and a corporate finance fee of GBP5k which is payable through the issue of 8,474,999 incentive shares at a deemed price of GBP0.006 per share and 8,474,999 free-attaching unlisted incentive warrants issued on the same terms as the placement. A GBP1k retainer fee is payable through the issue of 166,667 incentive shares at a deemed price of GBP0.006 per share. 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 - Early development works at the MCB Copper-Gold Project - Permitting costs at the Sagay Copper-Gold Project - Exploration costs at the Botilao Copper-Gold Prospect; and - General working capital 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 None 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 involving the same class of securities as the +securities proposed to be issued that meets the requirements of section 708A(11) or 1012DA(11) Appendix 3B - Proposed issue of securities 7/7