REG - Celsius Resources Ld - Director and Silvercorp Subscription Agreements

Celsius ResourcesAnnouncement

19/03/2025 07:30

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RNS Number : 2739B  Celsius Resources Limited  19 March 2025

 

ASX/AIM RELEASE

19 MARCH 2025

 

Director & Silvercorp Subscription Agreements

 

Celsius Resources Limited ("CLA", "Celsius" or the "Company") (ASX, AIM:CLA)
refers to its announcement of 10 March 2025 in relation to firm commitments
 received for AU$3.3 million through a strongly supported placement from new
and existing shareholders, and institutional investors ("Placement").

 

The Company is pleased to advise that Executive Director Mark van Kerkwijk and
Non-Executive Director Paul Dudley have executed subscription agrements for
AU$75,000 each to participate in the Placement on the same terms as other
un-related investors. This participation is conditional on shareholder
approval being obtained at a general meeting expected to be held in April 2025
("General Meeting").

 

Subject to shareholder approval being obtained at the General Meeting,
9,375,000 new shares at a subscription price of A$0.008 each and 4,687,500
unlisted options exercisable at A$0.01 each and expiring 3 years from issue
date, will be issued to both Mark van Kerkwijk and Paul Dudley ("Director
Subscription Securities"). The Company and Paul Dudley have agreed that his
Director Subscription Securities are to be issued in satisfaction of $75,000
worth of accrued and unpaid fees.

 

Substantial shareholder, Silvercorp Metals Inc., ("SVM" or "Silvercorp") (TSX:
SVM, NYSE: SVM) has exercised its participation right in relation to the
Placement. As announced on 15 May 2023 1 , the Company agreed to give
Silvercorp a reasonable opportunity to participate in future equity offers on
equivalent terms to other subscribers for a period of two years and provided
Silvercorp's relevant interest in Celsius does not fall below 10%. 2  To give
effect to Silvercorp's election to participate in the Agreements, the Company
and Silvercorp have executed a binding subscription agreement to raise a
further $280,000 (before costs) ("Subscription Agreement").

 

Pursuant to the Subscription Agreement, Silvercorp has agreed to subscribe for
35,000,000 new Celsius shares at a subscription price of AU$0.008
("Subscription Shares") (being the same price at which shares will be issued
under the Placement), and 17,500,000 unlisted options exercisable at AU$0.01
each and expiring three (3) years from the date of issue

 ("Subscription Options").

The Subscription Shares and Subscription Options will comprise of two
tranches:

·    Tranche 1: Placement of 25,999,213 Subscription Shares to raise
approximately AU$207,993.70 utilising the Company's existing placement
capacity under ASX Listing Rule 7.1 (Tranche 1 Subscription Shares), and

·    Tranche 2: Placement of the balance of 9,000,787 Subscription Shares
(Tranche 2 Subscription Shares) and 17,500,000 Subscription Options,
conditional on the Company obtaining shareholder approval at the General
Meeting.

Settlement and allotment of the Tranche 1 Subscription Shares is expected to
take place on 26 March 2025. Application will be made for the Tranche 1
Subscription Shares, which will rank pari passu with all existing ordinary
shares, to be admitted to trading on AIM ("Admission").  Admission is
expected to take place on or around 26 March 2025.

 

Following Admission, and Admission of the 212,333,535 placement shares to be
issued on 19 March 2025 3 , Celsius will have 2,907,571,200 Ordinary Shares in
issue which will also represent the total number of voting rights in the
Company. From Admission the above figure should be used by shareholders as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
Company under the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules.

 

Proceeds from the Silvercorp Subscription Agreement will be applied towards
progressing the Company's corporate and operational strategy, and will be
applied towards general working capital.

 

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

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the
European Union (Withdrawal) Act 2018.

 
Celsius Resources Contact Information

Level 5, 191 St. Georges Terrace

Perth WA 6000

 

PO Box 7059

Cloisters Square PO

Perth WA 6850

 

P: +61 2 8072 1400

E: info@celsiusresources.com.au (mailto:info@celsiusresources.com.au)

W: www.celsiusresources.com (http://www.celsiusresources.com)

 

 

 

 Celsius Resources Limited
 Mark van Kerkwijk                                                   P: +61 8 9324 4516

                                                                     E: info@celsiusresources.com.au (mailto:info@celsiusresources.com.au)

                                                                     W: www.celsiusresources.com (http://www.celsiusresources.com)
 Multiplier Media

 (Australia Media Contact)                                           M: +61 402 075 707

 Jon Cuthbert                                                        E: jon.cuthbert@multiplier.com.au (mailto:jon.cuthbert@multiplier.com.au)

 Beaumont Cornish Limited

 (Nominated Adviser)                                                 P: +44 (0) 207 628 3396

 Roland Cornish/Felicity Geidt/Andrew Price                          E: corpfin@b-cornish.co.uk (mailto:corpfin@b-cornish.co.uk)

 Zeus Capital Limited

 (Broker)                                                            P:+44 (0) 20 3 829 5000

 Harry Ansell/James Joyce/James Bavister

 

 

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish'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. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.

 1  For further information refer to the Company's ASX Announcement of 15 May
2023 titled 'Celsius Resources signs Non-Binding Term Sheet with Silvercorp
Metals Inc. for proposed acquisition of Celsius Resources and firm
subscription by Silvercorp Metals to raise A$5 million'.

 2  Subject at all times to the ASX Listing Rules and any policy or guidance
published or notified by ASX from time to time.

 3  ASX announcement 10 March 2025

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