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30 January 2023 

Celsius Resources Limited

Admission to Trading on AIM

and First Day of Dealings

Celsius Resources Limited ("CLA", "Celsius Resources" or the "Company"), an exploration and development company with a portfolio of world-class mineral assets in the Philippines and Namibia, is pleased to announce the admission of its entire issued ordinary share capital of no par value ("Ordinary Shares") to trading on AIM, a market operated by the London Stock Exchange plc, at 8.00am today under the ticker CLA ("Admission"). The Company's Appendix Document, as well as other information required pursuant to AIM Rule 26, is available on the Company's website at https://celsiusresources.com/. The Company is also listed on the Australian Securities Exchange ("ASX") under the same ticker.

Admission follows a placing by SP Angel Corporate Finance LLP ("SP Angel") for a total of 299,375,000 Ordinary Shares at 0.8p per Ordinary Share (the "Placing Price"), raising gross proceeds of £2.4m, before expenses (the "Placing").

SP Angel acted as Broker and Beaumont Cornish acted as the Nominated Adviser in relation to the Admission.

Placing Statistics:

Celsius Resources is run by an experienced team, with strong local knowledge, mining and financial markets experience. The Company is seeking to produce commercial scale quantities of copper, through sustainable and community-driven operations.

Highlights:

Celsius' Philippine subsidiary, Makilala Mining Company, Inc., (MMCI) is currently in the advanced stages of securing its major mining permits as well as further feasibility work for its flagship Maalinao-Caigutan-Biyog (MCB) Project.

Recent resource drilling results has led to an updated JORC Mineral Resource Statement (See CLA ASX Announcement dated 12 December 2022) which will feed into a revised mine plan and ore reserve as a basis for the Feasibility Study. Specifically, outstanding high-grade assay results (See CLA ASX Announcement dated 04 July, 03 August, and 19 October 2022) defined further higher-grade positions and complemented historical drilling information which are expected to improve the mine plan and the overall cash flow early in the mine life.

The Declaration of Mining Project Feasibility (DMPF) application lodged with the Philippines Mines and Geosciences Bureau (MGB) in September 2022 (See CLA ASX Announcement dated 04 October 2022) is anticipated to be approved by the 1^st quarter of 2023. Once approved, this will trigger the next stage of obtaining a Mineral Processing Sharing Agreement (MPSA) with the Philippine government, granting the company a term not exceeding 25 years and renewable for another 25 years.

An Indicative Proposal from local partners has also been secured to satisfy the MPSA requirements for a 60%:40% Filipino-Foreign ownership (See CLA ASX Announcement dated 14 December 2022).

MMCI is also in the process of firming up its Environmental, Social, and Governance (ESG) portfolio through an ongoing assessment by a third-party expert. Guided by universally accepted ESG principles, the company firmly commits its focus on delivering sustainable and ethical mineral resource projects.

Another Celsius' Philippine subsidiary, Tambuli Mining Company, Inc., has undertaken desktop studies and review of recent drilling results, along with previous drilling and exploration data, to reinterpret the geologic and mineralisation models and resource evaluation to improve exploration and future development strategies. This resulted in a Maiden Mineral Resource which has shown a large-scale copper mineralisation over an extensive area from surface. The next phase of exploration will focus on investigating the possible extensions of higher-grade positions closer to the surface.

Peter Hume, Managing Director, Celsius Resources Limited, said:

"We have attained great strides in progressing the MCB Project closer to operations. This can be attributed to the trust and support of the Balatoc Indigenous Cultural Community, the local and national government units and agencies, as well as our shareholders, in the potential of the project and the Company. With the imminent approval of our major mining permits, we will develop and showcase the MCB project as a model for Transformative Mining for our shareholders and stakeholders."

"Our Opuwo Cobalt Project is also well positioned to benefit from the rising demand for battery metals and investor interest to cash in on the boom for long-term investments in green activities and projects which will underpin a global ESG push."

About Celsius Resources Limited

Celsius Resources is a mining exploration and development company with a portfolio of world-class mineral assets in the Philippines and Namibia. The Company's flagship project, Maalinao-Caigutan-Biyog (the "MCB Project") is situated on the country's main island of Luzon, just 320 km north of Manilla, with good access to key transport and export infrastructure.

This advanced, high-grade copper-gold deposit was previously held and extensively explored by the world's third largest copper producer, Freeport McMoRan, with drill results indicating high upside potential.

Further strengthening its copper-gold position, Celsius Resources also owns two additional copper-gold projects: the Nabiga-a Prospect (the "Sagay Project") and the Malangsa Prospect, also located in the Philippines.

With growing global demand for copper and new gold discoveries becoming increasingly rare, Celsius Resources is well placed to capitalise on surging market growth. Since the mid-1960s, the global demand for refined copper has increased by over 250% and as global efforts to decarbonise economies ramp up, the demand for copper is expected to surge.

The highly experienced Celsius Resources Board and Management team have a clearly defined strategy backed by unwavering commitment to deliver growth for Shareholders in a sustainable manner.

 Assets

Maalinao-Caigutan-Biyog (the "MCB Project") Copper-Gold Project, Philippines (Celsius-100%)

The Company's flagship MCB Project is situated on the country's main island of Luzon, just 320 km north of Manilla, with good access to key transport and export infrastructure.

The MCB Project, which is held by CLA's Philippine subsidiary, Makilala Mining Company, Inc., contains a JORC Mineral Resource estimate comprising 338 million tonnes @ 0.47% copper, and 0.12g/t gold, at a cut-off grade of 0.2% copper of which:

-       47 million tonnes @ 0.59% copper is in the Measured category

-       249 million tonnes @ 0.44% copper is in the Indicated category; and

-       42 million tonnes @ 0.52% copper is in the Inferred category.

(See CLA ASX Announcement dated 12 December 2022)

Sagay Project Copper-Gold Project, Philippines (Celsius - 100%)

The Sagay Project is owned and operated by Celsius Resources' Philippine subsidiary, Tambuli Mining Company, Inc. ("Tambuli") and is located in the centre of the Philippines archipelago in the northern part of Negros Island.

A Maiden JORC Indicated, and Inferred Mineral Resource has been declared for the Sagay Project which comprises:

-       302 million tonnes @ 0.41% copper, and 0.11g/t gold, at a lower cut-off grade of 0.2% copper.

(See CLA ASX Announcement dated 07 November 2022)

Opuwo Cobalt-Copper Project, Namibia (Celsius - 95%)

Celsius Resources has a 95% interest, held through its wholly owned subsidiary Gecko Cobalt Mining (Pty) Ltd, in the Opuwo Project in northern Namibia.

The JORC Mineral Resource estimate at Opuwo Project (on a 100% basis) comprises:

-       225.5 million tonnes @ 0.12% cobalt, 0.43% copper, and 0.54% zinc.

(See CLA ASX Announcement dated 1 July 2021)

Work Programme

The work programme over the next 18-month period following Admission is set out below:

Corporate:

·      Minimal administrative cost.

·      Professional, legal and consultancy costs in relation to capital raising.

·      Other costs for AIM management.

·      Management costs.

MCB Project:

·      Drilling activities 

·      Professional fees in relation to the ongoing work program activities.

·      Stakeholder engagements as committed in the approved work programs.

·      Securing licenses and permits.

·      Conducting trade-off studies in preparation for progressing into a bankable feasibility study.

Sagay Project:

·      Minimum spending to comply with regulatory requirements.

Opuwo Project:

·      Updating of Scoping Study with Metallurgical and related activity results to support tenement renewal.

Copper Market

Copper prices have fluctuated over the last decade. Following a dip in 2016, copper prices reached an all-time annual average high of $9,322/ mt in 2021 and is trading at around the $9,000 mark in January 2023. The surge in copper price can be attributed to the end of Covid-19 lockdowns and the roll-out of COVID-19 vaccines which paved the way for major economies to recover giving rise to manufacturing.

On the demand side, a seismic shift to renewable energy has boosted consumption as more governments pivot to green energy policies which rely on copper-heavy technology. Supply constraints have also bolstered copper's prices over the past year as copper production in Chile and Peru, the top producers, has been impacted by the pandemic.

Financial research firms have forecast that the global demand for copper will increase over the next few years pushing prices up. Increasing consumption from the energy sector, a robust electric vehicle market, as well as global economic growth prospects will continue to underpin a strong market outlook.

Existing data on supply and demand outlook show that the global demand for refined copper will exceed production leading to a shortage of supply over the next few years. Industry analysts project that copper demand will rise 16% by the end of the decade, reaching 25.5 million tonnes per annum by 2030, while supply is expected to decrease by 12% decrease from 2021 levels, or 19.1 million tonnes per annum. The deficit will have ramifications on the energy transition and will require a significant investment in copper mining to address the shortfall.

Rising demand and falling supply is expected to support strong copper prices into the future. Investor interest in copper has grown in recent months as investors recognise the opportunity presented by the supply shortfall amid a sustained global energy transition.

Vision & Mission

It is Celsius Resources' vision to be an environmentally sustainable producer of high-value metals via numerous operating mines in the Philippines and Namibia, generating significant profits for shareholders whilst simultaneously enhancing the wellbeing of all local and affected communities in the regions in which we operate. 

As well as creating material value for Shareholders through the efficient conversion of high-quality resources into profitable producing mines, Celsius Resources adheres to the strictest safety standards and sustainable environmental, social and governance principles.

Overview of Philippines

The Philippines is recognised for its rich deposits of copper, gold, nickel and other minerals, ranking as the 5^th most mineralised country in the world with the 4^th largest deposit of copper, 5^th for nickel and 6^th for chromite. More than one third of its land area has been identified as "high mineral potential" but this has remained largely untapped with less than 5% of its mineral reserves extracted to date. Annual export revenue from mineral extraction industry is expected to increase by up to $2 billion over the next five to six years as new mining projects take off.

The Marcos Administration recognises the huge potential of the mining industry as a key economic contributor to the country's recovery and long-term growth. Government pronouncements have emphasised the need to mobilise investments and create an enabling environment to revive the mining industry, which is a welcome change for industry players.

AIM Appendix Document

Avalable at https://celsiusresources.com/investors/

The dealing codes for the Ordinary Shares are as follows:

Total Voting Rights

For the purposes of the Disclosure Guidance and Transparency Rules ("DTRs") of the Financial Conduct Authority ("FCA"), the total number of Ordinary Shares with voting rights in the Company as at the date of this announcement is 1,853,204,043. This figure may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change of their interest in, the Company under the FCA's DTRs.

Capitalised terms used in this announcement and not separately defined shall have the meaning given to them in the Company's Appendix Document.

ASX and AIM Share Transferability

Celsius Resources stock is fully fungible each way between the ASX and AIM. Investors can choose to hold uncertificated shares on the Australian share register in CHESS, or to hold depositary interests in CREST in the UK. Celsius has appointed Computershare Investor Services Plc as UK Depositary and investors who wish to move their stock from one exchange to the other can do so on a same day or next day basis. An outline of the process can be found within the appendix document published, or alternatively contact your broker or financial adviser.

Important Notices

This announcement does not constitute or form part of any offer or invitation to sell or issue or any solicitation of any offer to purchase or subscribe for any securities in any jurisdiction, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment whatsoever relating to any securities.

Recipients of this announcement who intend to purchase or subscribe for Ordinary Shares in the Company are reminded that any such purchase or subscription must only be made solely on the basis of the information contained in the final Admission Document relating to the Company.

This announcement does not constitute an offer of securities in the United States or to US Persons. Ordinary Shares of the Company may not be offered or sold in the United States or to US Persons without being registered under the United States Securities Act of 1933, as amended ("U.S. Securities Act") or an available exemption from such registration. The Company does not presently intend to register any securities under the U. S. Securities Act and no public offering of shares is being or will be made in the United States or to US Persons.

The information contained in this announcement is not for publication or distribution in, into or from the United States, Canada, Japan, South Africa or New Zealand or any other jurisdiction where to do so might constitute a violation or breach of any applicable law ("Restricted Territories"). Any failure to comply with these restrictions may constitute a violation of Restricted Territories securities laws. This announcement (and the information contained herein) does not contain or constitute an offer of securities for sale, or solicitation of an offer to purchase securities, in the Restricted Territories where such an offer or solicitation would be unlawful. No money, securities or other consideration is being solicited and, if sent in response to the information contained herein, will not be accepted.

Beaumont Cornish Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser to the Company in connection with the Placing and Admission. Its responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc and are not owed to the Company or to any Director or to any other person in respect of his decision to acquire shares in the Company. Beaumont Cornish is acting exclusively for the Company and for no one else in connection with the Placing and Admission. Beaumont Cornish will not regard any other person (whether or not a recipient of this document) as its customer in relation to the Placing and Admission and will not be responsible to any other person for providing the protections afforded to customers of Beaumont Cornish or for providing advice in relation to the Placing, Admission or any transaction or arrangement referred to in this announcement.

SP Angel Corporate Finance LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as broker to the Company in connection with the Placing and Admission. SP Angel is acting exclusively for the Company and for no one else in connection with the Placing and Admission. SP Angel will not regard any other person (whether or not a recipient of this announcement) as its customer in relation to the Placing and Admission and will not be responsible to any other person for providing the protections afforded to customers SP Angel or for providing advice in relation to the Placing, Admission or any transaction or arrangement referred to in this announcement.

Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcements referred to above in respect of estimates of mineral resources and, that all material assumptions and technical parameters underpinning the estimates in the relevant market announcements continue to apply and have not materially changed.

Forward looking statements

Certain statements in announcement are or may constitute forward looking statements, including statements about current beliefs and expectations of the Directors. In particular, the words "envisage", "projects", "expect", "anticipate", "estimate", "may", "should", "plan", "intend", "will", "would", "could", "target", "believe" and similar expressions (or in each case their negative and other variations or comparable terminology) can be used to identify forward looking statements. Such forward looking statements relate to matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the Board's expectations of external conditions and events, current business strategy, plans and the other objectives of management for future operations and estimates and projections of the Group's financial performance. Though the Board believes these expectations to be reasonable at the date of this announcement, they may prove to be erroneous. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, achievements or performance of the Group, or the industry in which the Group operates, to be materially different from any future results, achievements or performance expressed or implied by such forward looking statements. Prospective investors are strongly recommended to read the risk factors set out in Part II of the Appendix Document.

Any forward-looking statement in this announcement speaks only as of the date it is made. Save as required by law or regulation or the AIM Rules for Companies, the Company undertakes no obligation to publicly release the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in the Board's expectations or in order to reflect events or circumstances after the date of this announcement.

Any forward-looking statement in this announcement based on past or current trends and/or activities of the Group should not be taken as a representation or assurance that such trends or activities will continue in the future. No statement in this announcement is intended to be a profit forecast or to imply that the earnings of the Group for the current year or future years will match or exceed the historical or published earnings of the Group.

For the avoidance of doubt, the contents of the Company's website is not incorporated by reference into, and does not form part of, this announcement.

This announcement has been authorised for release by the Board.

-ENDS-