Schedule One - Celsius Resources Limited | RNS | Ticker

Schedule One - Celsius Resources Limited

RNS Announcement

RNS Number : 3195I

AIM

01 December 2022

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Celsius Resources Limited ("Celsius Resources", "CLA" or the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Ground Floor, 16 Ord Street

West Perth

WA 6005

Australia

COUNTRY OF INCORPORATION:

Australia

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

https://celsiusresources.com/

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Celsius Resources is a natural resources exploration and development company principally seeking to explore and develop potential world-class copper-gold assets in the Philippines and a cobalt asset in Namibia.

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 313.8 million tonnes @ 0.48% copper, and 0.15g/t gold, at a cut-off grade of 0.2% copper of which:

- 290.3 million tonnes @ 0.48% copper is in the Indicated category; and

- 23.5 million tonnes @ 0.48% copper is in the Inferred category.

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.

Opuwo Cobalt-Copper Project (the "Opuwo 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.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Number of ordinary shares of no-par value each ("Shares") for which Admission is being sought: TBC and subject to the fundraising being conducted in connection with Admission.

The Company has currently 1,502,829,043 Shares in issue.

The Shares are and will remain freely transferable and have no restrictions as to transfer placed on them.

The issue price of the new Shares ("the Placing Price"): TBC.

No Shares are or will be held in treasury.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised on Admission: TBC

Expected market cap on Admission at the Placing Price: TBC

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

TBC and subject to placing but expected to be less than 10% on Admission.

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

The Company's Shares are currently listed on the Australian Securities Exchange (ASX), under the ticker CLA.

THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

No.

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Julito (Sarge) Redoblado Sarmiento

Non-Executive Chairman

Jonathan Charles Colvile

Non-Executive Vice Chairman

Peter Donald Hume

Executive Director

Paul James Dudley (to be appointed as from Admission)

Independent Non-Executive Director

Simon James Farrell

Independent Non-Executive Director

Michael Ronald Hulmes

Independent Non-Executive Director

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Shareholder - current	Current Interest (%)	On Admission
BNP Paribas Nominees Pty Ltd	10.82%	TBC
Citicorp Nominees Pty Limited	4.23%	TBC

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

No persons to be included per Schedule 2 para (h), as all relevant persons are or were directors of the Company or drilling contractors which fall under trade suppliers as defined, and thus in both cases not required to be included.

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

i.) 30 June

ii.) 30 June 2022 audited annual accounts

iii.) 31 March 2023 - half-year report for the six months ended 31 December 2022

31 December 2023 - audited annual accounts for the year ended 30 June 2023 (ASX requires that audited annual financial statements be released within 3 months of the year-end, thus as applicable for Celsius 30 September 2023)

31 March 2024 - half-year report for the six months ended 31 December 2023

EXPECTED ADMISSION DATE:

Late December 2022

NAME AND ADDRESS OF NOMINATED ADVISER:

Beaumont Cornish Limited

Building 3, 566 Chiswick High Road

W4 5YA

London

England

NAME AND ADDRESS OF BROKER:

SP Angel Corporate Finance LLP

35 Maddox Street

London

W1S 2PP

England

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

N/A as quoted applicant.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

ASX Corporate Governance Principles and Recommendations - 4^th Edition.

DATE OF NOTIFICATION:

1 December 2022.

NEW/ UPDATE:

New

QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:

THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED:

Australian Securities Exchange (ASX)

THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:

The Company's Shares have been traded on the ASX under the legal name Celsius Resources Limited since 9 December 2016.

CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY BREACH:

The Directors confirm on behalf of the Company and following due and careful enquiry that as at the date of this notification, the Company has adhered to all legal and regulatory requirements involved in having their securities traded on ASX.

AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:

The Company's website (as above).

DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:

The Company is seeking to raise the sum of TBC from the Placing. The net proceeds of the Placing (after Admission expenses of approximately TBC) together with the Company's existing cash resources, will be applied towards the total deferred consideration of approximately £900,000 now due under the Anleck Acquisition Agreement and a minimum amount of £1,500,000 will be applied and spent over the 18-month period following Admission on the work project programmes the main elements of which are 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.

Additional Work Program (MCB)

The Company has engaged with suitable funding groups to provide necessary debt or off-take funding to support the development of the project up to a Bankable Feasibility funding stage.

Details of the alternative work program is outlined below.

· Bankable feasibility study which will include some of the following major aspects:

· Based on the updated Mineral Resource estimate, a revised mine plan will be developed including trade-off studies.

· Drilling shallow diamond drill holes which will support Geotechnical and Hydrogeological work programs along with further confirmation of the shallow high-grade zone.

· Geotechnical modelling to confirm the design of underground mine and overall site surface infrastructure.

· Hydrogeological models to confirm water management plan.

· Surface water management plan for freshwater dam, sediment/silt ponds, sumps, storm drains, etc.

· Additional metallurgical studies to optimise design.

· Detailed Tailings paste-fill and hydraulic studies.

· Optimisation of infrastructure/plant layout.

· Analysis and updated cost model in conjunction with project financing.

A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:

On the 17^th November 2022 the Company announced - Appointment of Non-Executive Chairman and Vice Chairman: https://clients3.weblink.com.au/pdf/CLA/02599527.pdf

On the 14^th November 2022 the Company announced - Celsius obtains Social License to Operate for MCB Project: https://clients3.weblink.com.au/pdf/CLA/02598105.pdf

On the 14^th November 2022 the Company announced - Passing of Martin Buckingham Executive Chairman: https://clients3.weblink.com.au/pdf/CLA/02597886.pdf

On the 6^th November 2022 the Company announced - Maiden Mineral Resource for Celsius' Sagay Cu-Au Project : https://clients3.weblink.com.au/pdf/CLA/02594566.pdf

On the 3^rd November 2022 the Company announced - Resignation of Company Secretary: https://clients3.weblink.com.au/pdf/CLA/02593817.pdf

On the 30^th October 2022 the Company announced - Quarterly Activities Report for 3 months to September 2022: https://clients3.weblink.com.au/pdf/CLA/02591077.pdf

On the 18^th October 2022 the Company announced - Drillings results Celsius hits 65m @ 1.73% Cu & 0.37g/t Au from MCB-041: https://clients3.weblink.com.au/pdf/CLA/02584293.pdf

On the 13^th October 2022 the Company announced - Change of Director's Interest Notice for Jonathan Colvile: https://clients3.weblink.com.au/pdf/CLA/02582062.pdf

On the 3^rd October 2022 the Company announced - Celsius Resources MCB Project takes step closer to Operation: https://clients3.weblink.com.au/pdf/CLA/02577221.pdf

A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:

The Directors of the Company have no reason to believe that the working capital available to the Company or its Group will be insufficient for at least twelve months from the date of its Admission.

DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:

Pursuant to the Rule 7 of the AIM Rules, the Company's Directors and Senior Managers/ Directors of subsidiary companies, who hold in aggregate TBC Shares and Options representing TBC per cent. of the current issued share capital, representing TBC per cent. of the current issued share capital, have on Admission each undertaken to the Company, Beaumont Cornish and SP Angel, save in certain circumstances not to sell or otherwise dispose of or agree to sell or dispose of any interests in Shares for a period of twelve months commencing from the date of Admission.

A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:

The Company, through its UK Registrar, is establishing a facility whereby (pursuant to the Deed Poll) "Depositary Interests" will be issued by the UK Registrar (or its nominee), acting as "Depositary", to persons who wish to hold the Ordinary Shares in electronic form within the CREST system. It is intended that the Company will apply for the Depositary Interests, to be settled in CREST with effect from Admission. Accordingly, settlement of transactions in Depositary Interests following Admission may take place within the CREST system if the relevant Shareholders so wish.

The Ordinary Shares will remain listed and traded on the ASX, with trades settled electronically on the Australian register through CHESS.

Ordinary Shares held on the Australian register cannot be used to settle trades on AIM and similarly, Depositary Interests held on the UK Registrar's register cannot be used to settle trades on the ASX. However, subject to the relevant regulations, Ordinary Shares held through CHESS on the Australian register may be transferred into Depositary Interests held through CREST on the UK Registrar's register and vice versa.

Shareholders wishing to undertake such a transfer will generally need to contact their broker and allow a reasonable time for the transfer to be effected. Furthermore, Shareholders will need to establish an account with a broker in the market to which they are transferring their Ordinary Shares in order to trade their Ordinary Shares on that market.

A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:

The Company's website (as above).

INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:

The Appendix to this Schedule 1 contains, inter alia, information equivalent to that required for an Admission Document and which is not already public. This is available at the Company's Website (as above).

A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19:

The Company's Website (as above) contains the latest audited annual financial statements of the Company for the financial year ended 30 June 2022.

The financial statements have been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, or other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards.

THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:

There are no Shares held in treasury.

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END

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RNS metadata

Title: Schedule One - Celsius Resources Limited
Time: 15:30:05
Date: 1 Dec 2022
Category: Capital structure
ID: 3195I