REG - Celsius Resources Ld - Appointment of Managing Director

Celsius ResourcesAnnouncement

02/04/2026 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260402:nRSB1591Za&default-theme=true

RNS Number : 1591Z  Celsius Resources Limited  02 April 2026

ASX/AIM Announcement 2 April 2026

 Appointment of Managing Director and

 search for Non-Executive Chair

Celsius Resources Limited ("Celsius" or the "Company") (+ASX, AIM: CLA) is
pleased to announce the appointment of Bardin Davis as Managing Director and
the engagement of an executive search firm to advise on the appointment of a
Non-Executive Chair.

Appointment of Managing Director

Bardin Davis has been appointed as Managing Director of Celsius, effective
immediately.

His appointment follows his engagement as a strategic advisor to the Company's
Board in January 2026.

Mr Davis has ~30 years of investment banking and corporate experience within
the mining and energy sectors. He was the CEO of ASX listed Peak Rare Earths
Limited ("Peak") for ~5 years and is a former CFO of UPC/AC Renewables
Australia (now ACEN Australia).  During his banking career he spent almost 12
years in Asia and worked on a broad range of international advisory, capital
market and financing transactions.  He has held senior Australian and
regional investment banking roles with Macquarie Capital, HSBC and ABN AMRO.

During his time with Peak he oversaw a project financing process, the
execution of a binding offtake agreement, the securing of a special mining
licence and an investment framework agreement with the Government of Tanzania,
the delivery of a BFS Update and FEED Study and a sale of the company that
delivered a 269% takeover premium and a ~330% premium after accounting for the
value of a concurrent entitlement offer.

Mr Davis' immediate focus will be on finalising financing for the
Maalinao-Caigutan-Biyog Copper-Gold Project ("MCB Project") to support a Final
Investment Decision.

Celsius' Interim Non-Executive Chair, Mr Peter Hume commented:

"The Board is delighted to appoint Bardin Davis as Managing Director at an
important stage in the Company's development.

Bardin has already been closely involved in advancing the financing strategy
for the MCB Project, and his appointment reflects the Board's confidence in
his ability to lead the Company through the next phase of securing funding and
progressing towards development.

With extensive experience across mining, investment banking and project
financing, Bardin brings a highly relevant skillset aligned to Celsius'
immediate priorities. His leadership will be instrumental as the Company
continues to engage with funding partners and strategic investors.

We look forward to working with Bardin as we advance the MCB Project and
deliver long-term value for shareholders."

Bardin Davis, further commented:

 "This is an exciting time to be joining Celsius.  Over the past three
months I have had the opportunity to work closely with the Celsius Board as a
strategic consultant and to appreciate the class of the MCB Copper-Gold
Project. I look forward to working with all of Celsius' stakeholders in
finalising financing and a final investment decision and most importantly in
delivering an optimal outcome for Celsius' shareholders."

Mr Neil Grimes will continue in his role as Executive Director and will
provide support to Mr Davis in managing the day-to-day activities of the
Company.

A summary of the key terms of Mr Davis' executive services agreement is set as
an Annexure and an ASX Appendix 3X will be lodged separately. 1  (#_ftn1)

Search initiated for Non-Executive Chair

Following a competitive tendering process, the Company has appointed Swann
& Skein, a leading executive search firm, to advise on and facilitate a
search process for a Non-Executive Chair role.

Swan & Skein will assist the Board in conducting a comprehensive search to
identify candidates with the requisite leadership, sector experience, and
governance expertise to guide Celsius towards a Final Investment Decision and
the successful development of the MCB Project.

This announcement has been authorised by the Board of Directors of Celsius
Resources Limited.

 Celsius Resources Limited
 Neil Grimes                    P: +61 419 922 478

                                E: www.celsiusresources.com (http://www.celsiusresources.com)
 NWR Communications

 Peter Taylor                   P: +61 412 036 231 (tel:+61%20(0)%20412%20036%20231)

                                E: peter@nwrcommunications.com.au (mailto:peter@nwrcommunications.com.au)

 Zeus Capital Limited

 (Nominated Adviser)

 James Joyce / James Bavister   P: +44 (0) 20 3 829 5000

 (Broking)

 Harry Ansell

Forward-Looking Statements

This announcement contains forward-looking information and prospective
financial material, which is predictive in nature and may be affected by
inaccurate assumptions or by known or unknown risks and uncertainties and may
differ materially from results ultimately achieved. Such forward-looking
statements are expectations or beliefs of the Company based on information
currently available to it.

 

Material Terms of Bardin Davis Executive Services Agreement

Commencement Date: 2 April 2026

Role: Managing Director

Base Salary: A$530,000 per annum inclusive of superannuation.

A$100,000 of this base salary will be paid after deducting any amount required
to be withheld on account of any tax payable in relation to the issuance of
shares (including any PAYG amount required to be withheld)  via the issue of
Shares in equal quarterly instalments and within 120 days of the end of each
relevant quarter, subject to receipt of shareholder approval.

First remuneration review to be undertaken twelve (12) months from the date
the Employment Agreement was signed.

Performance Rights: 100 million Performance Rights, subject to the prior
receipt of shareholder approval. The milestones attached to the Performance
Rights are summarised as follows:

 Tranche  Number of Performance Rights  Vesting Condition                                                               Expiry

                                                                                                                        Date
 1        25,000,000                    In respect of the Company's MCB Project, announcement to ASX of a positive      25% - 9 months from the date of issue Remaining 75% - 12 months from the date
                                        final investment decision supported by binding financing arrangements.          of issue
 2        15,000,000                    In respect of the Company's MCB Project, announcement to ASX of completion of   48 months  from the date of issue
                                        construction to a point where commissioning of the process plant has been
                                        achieved with the first concentrate road freight shipment to the port
                                        completed
 3        10,000,000                    The Company's Shares achieving a 20-Day VWAP of $0.03 or greater from the       12 months from the date of issue
                                        issue date of the Performance Rights to the period of 12 months from the date
                                        of issue.
 4        20,000,000                    The Company's Shares achieving a 20-Day VWAP of $0.04 or greater from the       24 months from the date of issue
                                        issue date of the Performance Rights to the period of 24 months from the date
                                        of issue.
 5        30,000,000                    The Company's Shares achieving a 20-Day VWAP of $0.05 or greater from the       36 months from the date of issue
                                        issue date of the Performance Rights to the period of 36 months from the date
                                        of issue.

Termination: The Executive Services Agreement may be terminated by Mr Davis
with six (6) months written notice. The Company may terminate the Executive
Services Agreement by providing six (6) months written notice. Termination by
the Company without notice may be made on the basis of serious misconduct or
other circumstances which justify summary dismissal.

Disclosures required pursuant to Schedule 2 paragraph (g) or Rule 17 of the
AIM Rules for Companies:

Bardin John Davis, aged 51, currently holds the following other directorships,
and holds no ordinary shares or options in the Company; however, further to
the announcement on 23 February 2026, Bardin subscribed for 1,250,000 Tranche
2 Placement Shares conditional on the Company obtaining shareholder approval
at a general meeting to be held on 30 April 2026.

 Current directorships          Past directorships held within the last five years
 Baromoda Holdings Pty Ltd      Teesside Rare Earth Elements Limited

 Baromoda Investments Pty Ltd   Ngualla Group UK Limited

                                Peak Technology Metals Limited

                                Pan African Exploration Pty Ltd

                                Peak Hill Gold Mines Pty Ltd

                                Prl Pty Ltd

                                Redpalm Pty Ltd

                                Peak Rare Earths Pty Ltd

                                Acen Pilbara Investments Pty Ltd

                                Peak Resources (Tanzania) Limited

                                PR NG Minerals Limited

                                Mamba Minerals Corporation Limited

                                Mamba Refinery Corporation Limited

                                Peak African Minerals Limited

There is no other information that is required to be disclosed pursuant to
Schedule 2 paragraph (g) or Rule 17 of the AIM Rules for Companies.

 1  (#_ftnref1) There is no other information that is required to be disclosed
pursuant to Schedule 2 paragraph (g) or Rule 17 of the AIM Rules for
Companies.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  BOAAKDBQDBKBNQK



            Copyright 2019 Regulatory News Service, all rights reserved