REG - Celsius Resources Ld - Corporate Update

Celsius ResourcesAnnouncement

24/04/2026 07:00

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RNS Number : 7144B  Celsius Resources Limited  24 April 2026

ASX/AIM Announcement 24 April 2026

 Corporate Update

Further to a corporate update released on 13 April 2026 1 , Celsius Resources
Limited ("Celsius" or the "Company") (+ASX, AIM: CLA) wishes to provide an
update with respect to:

·    Alternative conflict resolution processes and governance developments
relating to Makilala Mining Company, Inc ("MMCI"); and

·    The structure of the Celsius Board.

Further to the announcement made on 22 April 2026, trading in the ordinary
shares of the Company on the Australian Securities Exchange ("ASX") will today
be restored. Trading of the Company's shares on AIM remained unaffected during
this period.

MMCI developments

Background

As outlined in Celsius' earlier corporate update, the payment deadline for the
following transactions expired on 16 February 2026:

·    The acquisition by Sodor, Inc. ("Sodor") of a 60% legal ownership in
Makilala Mining Company, Inc. ("MMCI") for consideration of PHP 300 million
(~US$5 million); and

·    The subscription of PMR Holding Corp. ("PMR"), an affiliate of Sodor,
of shares in PDEP Inc. ("PDEP"), the intended mineral processing company for
the MCB Project, for an amount of ~US$38 million (comprising of ~US$43 million
less the PHP 300 million subscription in MMCI by Sodor). 2 

Following the expiry of this deadline, Celsius provided written notice to
Sodor that the MMCI shares should be relinquished.

Notwithstanding the expiry of the payment deadline (and the provision of the
notice to Sodor outlined above), Sodor subsequently attempted to pay the
outstanding amount of PHP 300 million (~US$5 million) and a notice was
received from PMR stating that it had sufficient funding to complete its
subscription of shares in PDEP.

Sodor and PMR then initiated an alternative conflict resolution process and
sought an interim order to prevent the sale or transfer of MMCI shares to
another party.

Update

On 21 April 2026, the initial conflict resolution process was concluded in
Celsius' favour with the interim orders sought by Sodor and PMR being denied.

To further protect its interests, Celsius initiated an emergency alternative
conflict resolution process and applied for the following interim orders:

·    Prevention of Sodor from exercising any rights as a shareholder or as
a director of MMCI;

·    Maintenance of the status quo until the determination of a broader
conflict resolution process; and

·    In the event of Sodor requisitioning a shareholders meeting, Sodor
and any of its nominees being restricted from implementing any actions or
resolutions passed until the determination of a broader conflict resolution
process has been completed.

It is expected that the matter of the application for interim orders will be
concluded in early May 2026.

Celsius also initiated a broader conflict resolution process focused on
enforcing the relinquishment of the Sodor and PMR arrangements, which would
enable it to progress the transfer of shares in MMCI to a new qualified
Filipino partner.

Notwithstanding Celsius' emergency application to preserve the status quo
until the finalisation of the broader resolution process, and in advance of
its completion, the following actions were subsequently undertaken:

·    Mr Julito "Sarge" Sarmiento 3  resigned his position as a Makaila
Holding Limited ("MHL") representative to the MMCI Board as well his position
as Chair and President of MMCI on 20 April 2026; and

·    Sodor requisitioned a MMCI shareholder's meeting, which was held on
20 April 2026, during which a series of resolutions were passed including:

o all five board seats being declared vacant;

o Sodor appointing three representatives to the MMCI Board, including Mr
Julito "Sarge" Sarmiento, who was also re-appointed as Chair and President;

o the preventative suspension of several senior executives; and

o appointment of a new company secretary and several executive officers.

Celsius remains of the view that the right of Sodor and PMR to make payment on
the shares has expired. It intends to continue to preserve its rights and
position under the alternative conflict resolution processes that are
presently underway.

 

The Company also intends to rigorously defend its broader interests, which may
include pursuing legal action against any individuals that are deemed to have
breached duties of fiduciary and/or confidentiality to MMCI.

Celsius Board

Further to the recent appointment of Mr Bardin Davis as Managing Director of
Celsius, Mr Neil Grimes has agreed as part of a handover process to continue
his role as an Executive Director until the 22 July 2026, after which he will
revert to a Non-Executive Director.

As previously announced, Celsius is progressing a process to appoint a new
Non-Executive Chair and hopes to make an appointment shortly.  Following this
appointment, it is expected that a broader board review will be undertaken.

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

 Celsius Resources Limited
 Bardin Davis - Managing Director  E: info@celsiusresources.com.au (mailto:info@celsiusresources.com.au)

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

 James Joyce / James Bavister

 (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.

 1  See 13 April 2026 ASX / AIM Announcement - Corporate Update.

 2  See 13 April 2026 ASX / AIM Announcement - Corporate Update.

 3  Julito "Sarge" Sarmiento resigned from the Celsius Board of Directors on
26 November 2025.  See 26 November 2025 ASX / AIM Announcement - Results of
Meeting.

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