REG - Celsius Resources Ld - Firm commitments received for AU$3.3 million

Celsius ResourcesAnnouncement

10/03/2025 07:15

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RNS Number : 9785Z  Celsius Resources Limited  10 March 2025

 

ASX/AIM RELEASE

10 MARCH 2025

 

Celsius receives firm commitments for $3.3 million
HIGHLIGHTS

·    Celsius has secured firm commitments for AU$3.3 million through a
strongly supported Placement from new and existing shareholders, as well
institutional investors in Australia, Asia and the UK. Demand for the
Placement was in excess of the funds Celsius sought to raise.

·    The successful capital-raising underscores investor confidence in our
shared vision and strategy in both the development of the MCB and secondary
projects.

_______________________________________________________________________________

Celsius Resources (Celsius or CLA) (ASX, AIM:CLA) is pleased to announce it
has secured firm commitments for AU$3.3 million through a strongly supported
Placement from new and existing shareholders, and institutional investors
(Placement).

New shares have been subscribed for at a price of AU$0.008 per share and
issued with a free-attaching option for every 2 shares subscribed for at an
exercise price of AU$0.01 and expiring 3 years from the date of issue. The
fundraising will take place in 2 tranches: the first will raise ~AU$1.7
million and will settle on 18 March 2025, with the second tranche of funding
of ~AU$1.6 million subject to shareholder approval at a General Meeting to be
held in April 2025.

Celsius' affiliate, Makilala Mining Company, Inc. (MMCI), has recently signed
an agreement with the Philippines' sovereign wealth fund, Maharlika Investment
Corporation, for a US$76.4 million bridging loan facility 1  (#_ftn1)
(Bridging Loan Facility), together the Binding Term Sheet. With this in place,
MMCI is well positioned to commence updating the feasibility study, front-end
engineering design (FEED) and fund early development activities of its
flagship Maalinao-Caigutan-Biyog Copper-Gold Project (MCB Project) in the
Philippines.

 

 

Celsius Executive Chairman, Atty. Julito "Sarge" Sarmiento commented:

"We are pleased to have secured strong financial support from existing and new
shareholders, and institutional investors.  The successful capital-raising
underscores their confidence in our shared vision and strategy, enabling us to
maintain a strong corporate position to support the development of our
portfolio of assets while delivering value to our stakeholders and
shareholders. By leveraging these resources, we aim to help in transforming
the mining industry through sustainable practices that promote growth,
regeneration, and environmental stewardship. Together, we are committed to
driving a future where mining not only meets the demands of a rapidly
expanding global economy but also contributes positively to the planet and its
ecosystems."

Use of Proceeds

 

Funds raised will be used for:

 

·    Pre-Project-Development support for the MCB Project in the
Philippines;

·    Progression of the Sagay and Botilao copper-gold projects in the
Philippines,

·    Corporate costs essential for governance, regulatory compliance and
operational management, and

·    General working capital to sustain ongoing activities.

 

Project Status

 

·    The proceeds from the Placement allows Celsius to support its
corporate activities while the MCB Project commences early and pre-project
works.

·      Once final documents have been executed, the proceeds of the
Bridging Loan Facility mark a critical milestone in the MCB's Project's
funding, enabling immediate commencement of work with the initial funding
amount of US$10 million.

·    MMCI's Bridging Loan Facility is intended to fully finance the
updating of the Company's feasibility study (Feasibility Study) and FEED, and
partially funding early development activities, including main access road
construction in coordination with the Kalinga Provincial Government and
skills-based training for the Balatoc community. The Binding Term Sheet is
also intended to enable MMCI to comply with the financial capability
requirements under its Mineral Production Sharing Agreement with the
Philippine Government 2  (#_ftn2) .

 

·   The Sagay Project's exploration permit was extended on April 1, 2024,
until a mineral agreement is approved 3  (#_ftn3) . The Declaration of Mining
Project Feasibility (DMPF) application has been submitted to the Philippine
Mines and Geosciences Bureau (MGB) and is currently under review. Once
approved, TMCI can proceed with applying for a mineral agreement (Mining
Permit) with the Philippine Government  4  (#_ftn4) .

 

·    On August 7, 2023, Celsius announced the issuance of an exploration
permit for the Botilao Porphyry Copper-Gold Prospect. The ongoing two-year
Exploration Work Program aims to define the extent and distribution of
observed mineralisation, paving the way for future diamond drilling.
Historical exploration by Lepanto Consolidated Mining Inc. in the 1970s
included diamond drilling and geochemical sampling along exploratory tunnels.
A 1973 Bureau of Mines report confirmed two major mineralised zones striking
northeast, with tunnel samples showing copper grades of up to ~1%. Drilling
and exploration were concentrated around Botilao Creek, south of Pasil
River 5  (#_ftn5) .

   MCB  Engagement of a highly reputable Owners Engineer                               ·      Proof of project progression
   MCB  Contracting a reputable Drilling Company                                       ·      Updating of Mine Plan and Construction foundations
   MCB  Updated Feasibility Study and Front-End Engineering                            ·      Increased economic robustness

        (Updated commodity prices and mine plan optimisations)
   MCB  Completion of full Project Financing Agreement                                 ·      Project Value Realization
   MCB  Mandatory Compliances                                                          ·      Confidence in project progression

        - Environmental/Safety/Community Development/FPIC Commitments/ISO Audits and
        Certifications
   MCB  Award of Construction Contracts                                                ·      Confidence in project delivery
   MCB  Main Project Construction                                                      ·      Confidence in project delivery
   MCB  Mine in Production                                                             ·      Project Revenue Generation

These anticipated milestones are subject to adjustment based on the outcome of
updating the affiliate company's' Feasibility Study.

 

 

Details of the Placement

The Placement comprises the issue of 412,500,000 fully paid ordinary shares at
AU$0.008 each (Placement Shares) representing a 32% discount to the 15-day
volume-weighted average price (VWAP) and a 27% discount to its last closing
share price on the ASX of AU$0.011 on 5 March 2025. In addition, the Placement
includes one (1) free attaching unquoted option for every two (2) Placement
Shares subscribed for under the Placement (Placement Options). The Placement
Options will be exercisable at AU$0.01 each and expire three (3) years date of
issue. Subject to meeting the ASX's minimum quotation requirements, the
options are intended to be quoted on ASX.

The Placement will comprise of two tranches:

·    Tranche 1: Placement of 212,333,535 Placement Shares to raise
approximately AU$1,698,668 utilising the Company's existing placement capacity
under ASX Listing Rule 7.1 (Tranche 1 Placement Shares), and

·    Tranche 2: Placement of the balance of 200,166,465 Placement Shares
(Tranche 2 Placement Shares) and 206,250,000 Placement Options, conditional on
the Company obtaining shareholder approval at a general meeting expected to be
held in April 2025 (General Meeting).

Director Mark van Kerkwijk has indicated an intention to participate in the
Placement on the same terms as other un-related investors of up to AU$75,000,
subject to the execution of binding documentation and the receipt of
shareholder approval at the General Meeting. This participation will be
conditional upon the satisfaction of all relevant legal and regulatory
restrictions and confirmed in due course. For the avoidance of doubt, this
amount is not included in the AU$3.3 million of binding commitments.

The Company is also proposing to issue equity (on the same terms as the
Placement) to the value of AU$75,000 to Director Paul Dudley in satisfaction
of unpaid director fees, subject to the execution of binding documentation and
the receipt of shareholder approval at the General Meeting. This participation
will be conditional upon the satisfaction of all relevant legal and regulatory
restrictions and confirmed in due course. For the avoidance of doubt, this
amount is not included in the AU$3.3 million of binding commitments.

 

PAC Partners Securities Pty Ltd (PAC Partners) acted as lead manager and
bookrunner to the Placement and is to receive a capital raising fee of 6% of
the proceeds of the Placement and will also receive one (1) Placement Option
for every six (6) new shares subscribed for under the Placement, conditional
on the Company obtaining shareholder approval at the General Meeting.

 

Zeus Capital Limited, the Company's UK broker, also supported the Placement.

 

Settlement of the Tranche 1 Placement Shares is expected to take place on
Tuesday, 18 March 2025, with allotment of the Tranche 1 Placement Shares
expected to take place on Wednesday, 19 March 2025.

 

Application will be made for the Tranche 1 Placement 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 19 March 2025.

 

Following Admission, Celsius will have 2,881,571,987 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.

 

Silvercorp Participation Right

As disclosed in the Company's announcement of 15 May 2023, as part of
Silvercorp's investment into the Company it was granted a conditional right to
participate in future equity offers. Silvercorp has confirmed their intention
to participate on the same terms as the Placement, and a further announcement
will be made in due course.

 

 

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                                                    M: +61 402 075 707

 (Australia Media Contact)                                           E: jon.cuthbert@multiplier.com.au (mailto:jon.cuthbert@multiplier.com.au)

 Jon Cuthbert

 Beaumont Cornish Limited

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

 Roland Cornish/Felicity Geidt/Andrew Price

 Zeus Capital Limited (Broker)

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

 

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by 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 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.

 

 

 

 

 

 

 

 

 

 

 

Forward Looking Statements

 

Some of the statements appearing in this announcement may be in the nature of
forward-looking statements. You should be aware that such statements are only
predictions and are subject to inherent risks and uncertainties. Those risks
and uncertainties include factors and risks specific to the industries in
which the Company operates and proposes to operate as well as general economic
conditions, prevailing exchange rates and interest rates and conditions in the
financial markets, among other things. Actual events or results may differ
materially from the events or results expressed or implied in any
forward-looking statement.

 

No forward-looking statement is a guarantee or representation as to future
performance or any other future matters, which will be influenced by a number
of factors and subject to various uncertainties and contingencies, many of
which will be outside the Company's control. There can be no assurance that
the plans of the directors and management of Celsius will proceed as currently
expected or will ultimately be successful.

 

The Company does not undertake any obligation to update publicly or release
any revisions to these forward-looking statements to reflect events or
circumstances after today's date or to reflect the occurrence of unanticipated
events. No representation or warranty, express or implied, is made as to the
fairness, accuracy, completeness or correctness of the information, opinions
or conclusions contained in this announcement. To the maximum extent permitted
by law, none of the Company's Directors, employees, advisors, or agents, nor
any other person, accepts any liability for any loss arising from the use of
the information contained in this announcement. You are strongly cautioned not
to place undue reliance on any forward-looking statement, including in respect
of the financial or operating outlook for Celsius. The forward-looking
statements in this announcement reflect views held only as at the date of this
announcement.

 1  (#_ftnref1) ASX announcement 24 February 2025

 2  (#_ftnref2) ASX announcement 18 March 2024

 3  (#_ftnref3) ASX announcement 10 April 2024

 4  (#_ftnref4) ASX announcement 8 January 2024

 5  (#_ftnref5) Almogela, D. H. (1973) Report on the Inspection and
Verification of the Exploration Activities of Lepanto Consolidated Mining
Company, Bureau of Mines, 16-18 March 1973

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