REG - Celsius Resources Ld - Notice of GM

Celsius ResourcesAnnouncement

01/04/2026 07:00

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RNS Number : 9456Y  Celsius Resources Limited  01 April 2026

 

ASX/AIM RELEASE

1 April 2026

 

Notice of General Meeting

_______________________________________________________________________________

Celsius Resources Limited ("Celsius" or the "Company") (ASX, AIM: CLA)
announces that the Company will hold a General Meeting at Level 5, 191 St
Georges Terrace, Perth WA 6000 on Thursday, 30 April 2026 at 3.00pm (AWST)
(the "Meeting").

On 23 February 2026, the Company announced the fundraise of A$9.3 million. The
Company has insufficient share authorities to allot the shares pursuant to
Tranche 2 and is therefore proposing the following:

Pursuant to Resolution 2, the issue of up to:

(a)        1,250,000* Ordinary Shares (the "Tranche 2 Placement
Shares"); and

(b)        232,250,000* options over Ordinary Shares (the "Placement
Options").

Pursuant to Resolution 3, the issue of up to:

(a)       500,000* Ordinary Shares to Neil Grimes (the "Tranche 2
Director Shares" and together with the Tranche 2 Placement Shares, the
"Tranche 2 Shares"); and

(b)       250,000* options over Ordinary Shares to Neil Grimes (the
"Director Options" and together with the Placement Options, the "Tranche 2
Options").

*these figures are not adjusted for the proposed consolidation pursuant to
Resolution 6 as described below

Further, a resolution at the Meeting will be proposed seeking the approval of
Shareholders to a share capital consolidation.

Background to and reasons for the Capital Consolidation

As at the date of this announcement, the Company has 3,719,610,609 Ordinary
Shares in issue, not including any shares to be issued pursuant to Resolution
2 or 3 (the "Existing Ordinary Shares"). The primary objective of the
consolidation is to reduce the number of ordinary shares, which would imply a
higher share price per Ordinary Share in the capital of the Company.

It is therefore proposed that the Existing Ordinary Shares of no par value are
consolidated on a 20 for 1 basis, such that every 20 Existing Ordinary Shares
are consolidated into 1 ordinary share of no par value. Assuming a share
capital of 3,719,610,609 Existing Ordinary Shares immediately prior to the
Record Date, following completion of the Capital Consolidation, the Company
will have approximately 185,980,530 new Ordinary Shares in issue
("Consolidated Shares") (the "Consolidation").

No Shareholder will be entitled to a fraction of a Consolidated Share, Option
or Warrant. Instead, their entitlement will be rounded up to the nearest whole
number of Ordinary Shares. A further announcement confirming the final number
of new Ordinary Shares will be made following the Record Date.

Trading on AIM

The Company's ISIN will remain unchanged on AIM following the Consolidation.
To avoid any unsettled trades at the Record date, CREST will be disabled after
market close on 22 July 2026 and trading in the Company's depository interests
on AIM will be suspended at 7.30am on 23 July 2026, and restored to trading at
7:30am 3 August 2026.

ASX Listing Rule 7.22.1 requires that when a listed entity undertakes a
consolidation of capital, the number of its Options must be consolidated in
the same ratio as the ordinary capital and the exercise price must be amended
in inverse proportion to that ratio. Therefore, If Resolution 6 is passed, the
Company will be able to proceed with the Consolidation and the number of
Securities on issue is anticipated to be adjusted as follows:

 

(a)        Ordinary Shares

                            Pre-Consolidation  Post-Consolidation
 Shares currently on issue  3,719,610,609      185,980,530
 Note: The above table does not include the Shares which may be issued
 (assuming receipt of Shareholder approval) under Resolution 2 and Resolution 3
 nor any Ordinary Shares to be issued as a result of the rounding up of
 fractional entitlements. The final Post-Consolidation number of Ordinary
 Shares will be confirmed following the Record Date.

(b)        Options

 Expiry Date        Pre-Consolidation                 Post-Consolidation
                    Number       Exercise Price (A$)  Number      Exercise Price ($)
 20 May 2028        421,577,913  0.01                 21,078,896  0.20
 30 September 2027  33,673,355   0.025                1,683,668   0.50

Note: The above table does not include the Options which may be issued
(assuming receipt of Shareholder approval) under Resolution 3 and Resolution 4
nor any Options to be issued as a result of the rounding up of fractional
entitlements. The final Post-Consolidation number of Options will be confirmed
following the Record Date.

 

(c)        Warrants

 Expiry Date       Pre-Consolidation            Post-Consolidation
                   Number       Exercise Price  Number      Exercise Price
 28 April 2028     12,500,000   £0.008          625,000     £0.16
 28 April 2026     13,500,000   £0.008          675,000     £0.16
 28 April 2026     10,000,000   £0.008          500,000     £0.16
 31 December 2026  181,694,414  £0.009          9,084,721   £0.18
 31 December 2026  36,606,976   £0.005          1,830,349   £0.10
 19 November 2028  5,300,000    A$0.015         265,000     A$0.30

Note: The above table does not include any Warrants to be issued as a result
of the rounding up of fractional entitlements. The final Post-Consolidation
number of Warrants will be confirmed following the Record Date.

 

Application will be made for the for the Tranche 2 Shares to be admitted to
trading on AIM ("Admission"), subject to Shareholders passing Resolutions 2
and 3 at the Meeting. It is expected that if such Resolutions are passed,
Admission in respect of the Tranche 2 Shares will become effective and that
dealings in those Tranche 2 Shares will commence on or around 1 May 2026.

Application will be made for Admission of the Consolidated Shares arising from
the Capital Consolidation, subject to Shareholders passing Resolution 6 at the
Meeting. It is expected that if such Resolution is passed, Admission in
respect of Consolidated Shares will become effective and that dealings in the
Consolidated Shares will commence on 3 August 2026.

If Resolution 6 is passed, the proposed timetable for the Consolidation is as
follows:

 Event                                                                          Expected Date
 Company announces Consolidation using an Appendix 3A.3 and sends out Notice    1 April 2026
 Meeting - Shareholders approve Consolidation                                   30 April 2026
 Effective Date of Consolidation                                                21 July 2026
 Last day for trading on a pre-Consolidation basis                              22 July 2026
 Post-Consolidation trading starts on a deferred settlement basis               23 July 2026
 Record date and last day for Company to register transfers on a                24 July 2026
 pre-Consolidation basis
 First day for Company to update its register of Securities on a                27 July 2026
 post-Consolidation basis and first day for issue of holding statements
 Last date for Company to update its register and send holding statements on a  31 July 2026
 post-Consolidation basis and notify ASX that this has occurred
 Normal trading of post-Consolidation Securities commences                      3 August 2026

 

Notice of Meeting

The Notice of Meeting and Explanatory Memorandum (Notice) for the Meeting is
available online and can be viewed and downloaded by shareholders of the
Company (Shareholders) from the Company's website at
https://celsiusresources.com (https://celsiusresources.com) or the Company's
ASX market announcements platform at www.asx.com.au (http://www.asx.com.au)
 (ASX: CLA).

If you are unable to attend the Meeting, the Company strongly encourages
shareholders to lodge a Form of Instruction prior to the Meeting. The Form of
Instruction must be signed by the depositary interest holder or an attorney
duly authorised in writing and deposited at the office of the Depositary,
Computershare Investor Services PLC, located at The Pavilions, Bridgewater
Road, Bristol BS99 6ZY by 3.00pm (UK Time) on Friday, 24 April 2026. Any Form
of Instruction received after that time will not be valid for the Meeting. To
give an instruction via the CREST system, the CREST Voting Instruction must be
transmitted so as to be received by the Company's agent (3RA50) no later than
3.00pm (UK Time) on Friday, 24 April 2026.

The Notice is important and should be read in its entirety. If you are in
doubt as to the course of action you should follows, you should consult your
financial adviser, lawyer, accountant, or other professional adviser.

If you have any difficulties obtaining a copy of the Notice, please contact
the Company's share registry, Automic, on 1300 288 664 (within Australia) or
+61 2 9698 5414 (overseas).

Celsius Resources Contact Information

Level 5, 191 St. Georges Terrace

Perth WA 6000

 

PO Box 7059

Cloisters Square PO

Perth WA 6850

 

P: +61 8 9324 4516

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

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

 

 

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

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

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

 (Australia Media Contact)          M: +61 412 036 231

 Peter Taylor                       E: peter@nwrcommunications.com.au

 Zeus Capital Limited

 (Nominated Adviser)

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

 (Broking)

 Harry Ansell

 

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