REG - Celsius Resources Ld - Quarterly Activities Report and Appendix 5B

Celsius ResourcesAnnouncement

30/10/2024 07:00

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RNS Number : 1262K  Celsius Resources Limited  30 October 2024

30 october 2024

 

QUARTERLY ACTIVITIES REPORT

FOR THE QUARTER ENDED 30 sEPTEMBER 2024

appendix 5B

 

MCB project SECURED CERTIFICATION PRECONDITION as compliance with the FPIC
PROCESS

HIGHLIGHTS

· Secured Certification Precondition as Compliance with the FPIC Process for
the MCB Project

· Makilala Mining Company is well advance with due diligence and binding
legal loan agreement documents with a potential investor while still
considering other potential investors to secure funding and partnership
options for the MCB Project

· Closing cash as of 30 September 2024 of A$1.053 million

Celsius Resources Limited ("Celsius" or the "Company") (ASX, AIM: CLA) is
pleased to provide the following summary of the Company's activities for the
quarter ended 30 September 2024.

 

Projects

Maalinao-Caigutan-Biyog Copper-Gold Project ("MCB Project"),

Philippines (40%)

Makilala Mining Company, Inc. ("MMCI"), an affiliate of Celsius in the
Philippines, has continued work streams for the development of its flagship
Maalinao-Caigutan-Biyog Copper-Gold Project ("MCB Project") in the Cordillera
Administrative Region.

 

During the period, a Certification Precondition (CP-CAR-2024-504) was secured
on 4 September 2024, confirming that Free, Prior and Informed Consent was
obtained from the MCB Project's host Balatoc Indigenous Cultural Community
(ICC) over their ancestral lands in accordance with Philippine Republic Act
No. 8371, or the Indigenous Peoples' Rights Act of 1997 1 .

 

The Certification was the culmination of a ~three-year process which entailed
extensive stakeholder engagement, resulting in the signing of a Memorandum of
Agreement ("MOA") by and between MMCI, the National Commission of Indigenous
Peoples, and the Balatoc ICC stipulating the benefits, commitments, and
obligations for a period of 25 years and is renewable for a further 25 years.

 

In consideration for entering into the MOA, the Company agreed to issue 4.05
million shares in the capital of the Company, subject to the achievement of
certain performance milestones ("Performance Shares"), to the members of the
Balatoc ICC through their nominated Indigenous Peoples' Organisation
("IPO") 2 . The first milestone to be satisfied for these Performance Shares
was the issuance of the Certification Precondition, and within 30 days of this
date the Company must issue 20% of the Performance Shares, or 810,000 Shares,
to the members of the host ICC through their nominated IPO.

 

The Company is taking the necessary steps to gather all pertinent information
including but not limited to, confirming the authorised IPO by the community
to receive these Performance Shares. The issuance of such shares is
conditional and executed only upon the receipt of written certification or
confirmation from the NCIP that a Balatoc IPO has been duly established and
registered with the NCIP.

 

The Certification Precondition also fulfills the compliance requirement under
the issued Mineral Production Sharing Agreement with the Philippine
Government 3 . It also allows the Company to finalise funding arrangements
with highly prospective Philippine and international parties for the
development and operations of the MCB Project. Extensive technical, financial
and legal due diligence reviews have been undertaken to complete the process,
with investment agreements to be announced as soon as they become binding.

 

During the period, tendering of contracts with international and local
engineering companies has commenced for hydrological and geotechnical
drilling, and to support engineering and long-term construction activities.

 

 

BOTILAO COPPER-GOLD PROSPECT (40%)

Stakeholder engagements continued for the period to consult and present
updates on the Company's plans and activities, and build relationships with
the host community. This is in preparation for ramping up site-based
activities of its Exploration, Environment, and Community Development
Programs.

 

Opuwo Cobalt Project, Namibia (95%)

The Opuwo Cobalt-Copper Project ("Opuwo Project") is held under the Company's
Namibian subsidiary Opuwo Cobalt Holdings (Pty) Ltd. The Opuwo Project lies
730km north-west of the Namibian capital city, Windhoek.

 

The Company has initiated the draft non-binding agreements for a potential
transaction with a strategic partner/s for the disposal of the Company's 95%
interest in the Opuwo Project.

 

The Company will make an announcement in due course in accordance with its
continuous disclosure obligations once negotiations have been completed and a
binding agreement is executed (previously it had been indicated that the
agreement would be executed before 31 October).

 

SAGAY Copper-Gold Project, Philippines (100%)

Tambuli Mining Company, Inc. ("TMCI"), a wholly owned Philippine subsidiary of
Celsius in the Philippines, has continued to secure approval of the technical,
social and environmental plans and programs in relation to its application for
Declaration of Mining Project Feasibility ("DMPF") 4  for the Sagay
Copper-Gold Project ("Sagay Project") in the Negros Islands.

 

In July 2024, TMCI announced it had secured the approval of its Social
Development and Management Program, a comprehensive five-year plan for the
sustained improvement in the living standards of host and neighboring
communities. The approval indicates that the document has satisfactorily met
the regulatory requirements under the Philippine Mining Act as a key
requirement for the approve of the DMPF 5 .

 

Cullarin West Project, NSW (100%)

The Company is continuing to assess the viability of the opportunity and gauge
interest from other possible partners. No development activities were
conducted during the quarter.

 

Corporate AND EXPENDITURE

 

On 8 July 2024, the Company held a General Meeting of Shareholder where all
resolutions were duly passed by a poll.

On 16 September 2024, the Company raised A$1.5 million via a Share Placement Agreement with Patras Capital Pte. Ltd. (Patras) at an issue price of A$0.0125 per share with 50% of the placement proceeds paid on completion and the remaining 50% deferred until the Trading Day immediately after the relevant Pricing Period ("Placement"). The Company has also executed a committed equity facility with Patras for up to A$10 million through placement tranches of shares in the Company over the next 24 months 6 .

On 19 September 2024, substantial shareholder Silvercorp Metals, Inc.,
("Silvercorp") exercised their participation right to participate in the
Placement and the committed equity facility on equivalent terms, through the
execution of a binding Subscription Agreement ("Agreement"). Pursuant to the
Agreement, Silvercorp subscribed for 14,693,419 new Celsius shares at a
subscription price of A$0.0125 ("Subscription Shares") (being the same price
at which shares will be issued to Patras under the Placement), and 918,339 new
Celsius shares at a deemed issue price of A$0.01 per Implementation Fee Share
(being the same deemed price at which shares will be issued to Patras under
the committed equity facility agreement), together with 3,673,355 Options
exercisable at A$0.025 each and expiring 3 years from the date of issue 7 .

 

Cash Position

 

At the end of the quarter, the Company held approximately A$1.053 million in
cash reserves.

 

ASX ADDITIONAL INFORMATION

 

The Company provides the following information pursuant to ASX Listing Rule
requirements:

·    ASX Listing Rule 5.3.1:

Approximately A$109,000 was spent on exploration expenditure during the
quarter, primarily relating to the development of the MCB, Sagay and Opuwo
Projects.

·    ASX Listing Rule 5.3.2:

Approximately A$431,000 was spent on mine production and development
activities during the quarter for the MCB Project.

·    ASX Listing Rule 5.3.5:

The Company advises that there were approximately A$299,000 in payments made
to related parties of the Company and their associates during the quarter for
Director and consultancy fees.

 

 

Tenement Table: ASX Listing Rule 5.3.3 Mining tenement interests held at the
end of the quarter and their location

 

 PERMIT                   PERMIT             REGISTERED HOLDER / APPLICANT  PERMIT STATUS                        PERMIT EXPIRY                                            INTEREST / CONTRACTUAL RIGHT

NAME
NUMBER
 Western Australia
 Cullarin West            EL 8996            Cullarin Metals Pty Ltd        Granted                              17/08/2026                                               100%
 Namibia
 Opuwo                    EL 4346            Gecko Cobalt Holdings          Granted                              10/10/2025                                               95%

 Philippines
 Maalinao-Caigutan-Biyog  MPSA-356-2024-CAR  Makilala Mining Company Inc.   Granted                              13/03/2049                                               40%
 Botilao                  EP-011-2023-CAR    Makilala Mining Company Inc.   Granted                              29/09/2025                                               40%
 Panaon                   EXPA-000127-VIII   PDEP, Inc.                     Complying with further requirements  TBA                                                      100%
 Sagay                    EP-000003-VI       Tambuli Mining Company Inc.    Granted                              Automatic extension until the approval of the DMPF/MPSA  100%

 

 

The mining tenement interests acquired during the quarter and their location:

Nil.

 

Beneficial percentage interests held in farm-in or farm-out agreements at the
end of the quarter:

Not applicable.

 

Beneficial percentage interests in farm-in or farm-out agreements acquired or
disposed of during the quarter:

Nil.

 

 

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

 

Appendix 5B

 

http://www.rns-pdf.londonstockexchange.com/rns/1262K_1-2024-10-29.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/1262K_1-2024-10-29.pdf)

 

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.

 
For further information contact:
 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

 (Australian Media Contact)
 Jon Cuthbert                                         M: +61 402 075 707

                                                      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/Andrew Price                          E: corpfin@b-cornish.co.uk

 Zeus Capital Limited
 Harry Ansell/James Joyce/Isaac Hooper                P:+44 (0) 20 7220 1666

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.

 

Competent Persons Statement

 

Information in this report relating to Exploration Results and Mineral
Resources for the MCB Project and the Sagay Project is based on information
compiled, reviewed and assessed by Mr. Steven Olsen, who is a Member of the
Australasian Institute of Mining and Metallurgy and the Australian Institute
of Geoscientists. Mr. Olsen is a consultant to Celsius Resources Limited and
has sufficient experience which is relevant to the style of mineralisation and
type of deposit under consideration and to the activity which he is
undertaking to qualify as a Competent Person as defined by the 2012 Edition of
the Australasian Code for reporting of Exploration Results, Mineral Resources
and Ore Reserves.  Mr. Olsen consents to the inclusion of the data in the
form and context in which it appears.

 

The information in this Report that relates to the estimate of Mineral
Resources for the Opuwo Project is based upon, and fairly represents,
information and supporting documentation compiled by Mr Kerry Griffin, a
Competent Person, who is a Member of the Australian Institute of Geoscientists
(AIG). Mr Griffin is a Principal Geology Consultant at Mining Plus Pty Ltd and
an independent consultant engaged by Celsius Resources Pty Ltd for this work
and has sufficient experience that is relevant to the style of mineralisation
and type of deposit under consideration and to the activity being undertaken
to qualify as a Competent Person as defined in the 2012 edition of the
"Australasian Code for Reporting of Exploration Results, Mineral Resources and
Ore Reserves" (the JORC Code). Mr Griffin consents to the inclusion in this
announcement of matters based on his information in the form and context in
which it appears.

 

The Company confirms that it is not aware of any new information or data that
materially affects the Mineral Resource for the MCB 8  Project, the Sagay 9 
Project or the Opuwo 10  Project. The Company also confirms that all material
assumptions and parameters underpinning the Mineral Resource estimate continue
to apply and have not materially changed.

 

 

 

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.

 

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 cautioned not to place
undue reliance on any forward-looking statement. The forward-looking
statements in this announcement reflect views held only as at the date of this
announcement.

 

 

 

 

 

 1  Refer to ASX Announcement dated 4 September 2024

 2  Refer to ASX Announcement dated 15 November 2022

 3  Refer to ASX Announcement dated 18 March 2024

 4  Refer to ASX announcement dated 8 January 2024

 5  Refer to ASX announcement dated 15 July 2024

 6  Refer to ASX announcement dated 16 September 2024

 7  Refer to ASX announcement dated 19 September 2024

 8  Refer to ASX announcement dated 12 December 2022 for an updated JORC
compliant Mineral Resource Estimate.

 9  Refer to ASX announcement dated 6 February 2024 for the updated Mineral
Resource Estimate for the Sagay Project.

 10  Refer to ASX announcement dated 1 July 2021 for the updated Mineral
Resource Estimate for the Opuwo Project.

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