REG - Celsius Resources Ld - Firm commitments for A$9.3 million

Celsius ResourcesAnnouncement

Today 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260223:nRSW9374Ta&default-theme=true

RNS Number : 9374T  Celsius Resources Limited  23 February 2026

 

ASX/AIM RELEASE

23 FEBRUARY 2026

 

Celsius receives firm commitments for A$9.3 million via institutionally backed Placement

 

HIGHLIGHTS:

·    Celsius has secured firm commitments for A$9.3 million through a
strongly supported Placement at A$0.02 per share from new and existing
shareholders, as well as institutional investors in Australia, Asia, North
America and the UK.

·    Demand for the Placement was in excess of the funds Celsius sought to
raise.

·    Strong institutional investor interest, at a 4.8% discount to the
closing price on 20 February 2026 and a 0.02% discount to the 30-day VWAP,
highlights the quality and scale of CLA's Copper portfolio.

·    Celsius also intends to reward existing shareholders with the issue
of Bonus Loyalty Options based on one (1) option for every ten (10) shares
held at a soon to be set record date, to be announced following completion of
the Placement. The options will be on the same terms as those under the
Placement Offer.

·    Subject to shareholder approval, director and consultant
participation amounts to $35,000, promoting shareholder alignment.

·    The successful capital-raising strongly positions the Company to
progress the development and financing of the flagship MCB project with A$10M+
in cash.

_______________________________________________________________________________

Celsius Resources Limited ("Celsius" or the "Company") (ASX, AIM: CLA) is
pleased to announce it has secured firm commitments for A$9.3 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 A$0.02 per share and issued
with one free-attaching option for every 2 shares subscribed for at an
exercise price of A$0.035 and expiring 3 years from the date of issue. Subject
to meeting the ASX's minimum quotation requirements, the options are intended
to be quoted on the ASX.

 

The Placement will take place in two (2) tranches. The first will raise
A$9.265 million through the issuance of 463,250,000 shares under ASX listing
rule 7.1 and will settle on the 27(th) of February 2026, while the conditional
second tranche of funding, which amounts to A$35,000 will be subject to
shareholder approval at a General Meeting to be held in late March / early
April 2026. This second tranche is comprised of Director and Consultant
participation.

 

Following and subject to the completion of the Placement, Celsius intends to
make a pro-rata non-renounceable offer to all eligible shareholders of the
Company for one (1) option for every ten (10) shares held by eligible
investors on a yet-to-be-set record date, on the same terms as the Placement
Options. Further details on the offer of Bonus Loyalty Options will be
provided by the Company in due course.

 

Use of Proceeds

 

·    Funds raised will be used for corporate working capital purposes
throughout 2026 including funds being available to contribute to fees payable
to advisors and consultants to support the process of financing the
Maalinao-Caigutan-Biyog (MCB) Project in The Philippines,

·    The Company will also continue compliance activities for the MCB,
Sagay and Botilao projects in The Philippines as required to maintain these
projects and related permits in good standing whilst the MCB financing is
delivered,

·    Pursue mineralised extensions at the Botilao Copper-Gold project
following the recent renewal of the exploration permit 1 , and

·    Fees associated with the Placement.

 

Upcoming Milestones 2 :

Celsius Interim Non-Executive Chairman, Peter Hume commented:

"We are extremely pleased to have secured A$9.3 million in firm commitments,
supported by existing shareholders and leading natural resources investors.

 

The strong demand reflects growing confidence in the quality of the MCB
Copper-Gold Project and our broader copper portfolio. This raise strengthens
our balance sheet and positions us to advance MCB financing, prepare for early
project works and maintain compliance across our portfolio as we move toward
final funding.

 

On behalf of the Board, I thank our shareholders for their continued support
as we work to unlock long-term value from the MCB Project."

 

Evolution Capital Pty Ltd acted as sole lead manager and sole bookrunner to
the Placement, while Zeus Capital Limited, the Company's UK broker, also
supported the Placement. Further details regarding the Placement are set out
in the Appendix 3B's of today's date.

Details of the Placement

·    The Placement comprises the total issue of 465 million fully paid
ordinary shares at A$0.02 per share representing a 4.8% discount to the last
closing share price on the ASX of A$0.021 on 18 February 2026.

·    In addition, the Placement includes one (1) free attaching unquoted
option for every two (2) Placement Shares subscribed for under the Placement.
The Placement Options will be exercisable at A$0.035 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.

·    Settlement of the Tranche 1 Placement Shares is expected to take
place on Thursday, the 26(th) of February 2026, with allotment of the Tranche
1 Placement Shares expected to take place on Friday, the 27(th) of February
2026.

 

The Placement will comprise of two tranches:

·    Tranche 1: Placement of 463,250,000 Placement Shares to raise
approximately A$9.265 million utilising the Company's existing placement
capacity under ASX Listing Rule 7.1 (Tranche 1 Placement Shares).

·    Tranche 2: Placement of the balance of 1,750,000 Placement Shares
(Tranche 2 Placement Shares) and 232,500,000 Placement Options, conditional on
the Company obtaining shareholder approval at a general meeting expected to be
held in late March/early April 2026 (General Meeting).

·    Director Neil Grimes has indicated an intention to participate in the
Placement on the same terms as other un-related investors of up to A$10,000,
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 included in the A$9.3 million of binding commitments.

 

Application will be made immediately for the 463,250,000 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 27 February 2026. Following
Admission, Celsius will have 3,712,238,452 Ordinary Shares on 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.

 

Project Status

 

·    The proceeds from the Placement allows Celsius to support its
corporate

activities while the MCB Project financing is concluded, and to prepare for
the commencement of MCB early project works.

·    The Sagay Project's exploration permit was extended on April 1, 2024,
until a mineral production sharing agreement (MPSA or Mining Permit) is
approved 3 . The Sagay 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, the Company's Philippine
subsidiary Tambuli Mining Company, Inc. (TMCI) can proceed with applying for
an MPSA  with the Philippine Government.

·    The renewal of the Botilao Exploration Permit was approved on 18
January 2026, with formal registration completed on 28 January 2026. Following
registration, the renewal is now fully effective, and the Company may proceed
with implementation of the approved work programs in accordance with
regulatory requirements.

·    The Opuwo project in Namibia continues to be undergoing a sale
process and several non-binding offers are being progressed 4 .

 

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

 

 

 

 

 

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)
 Multiplier Media

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

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

 Zeus Capital Limited

 (Nominated Adviser)

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

Zeus Capital Limited ("Zeus") is the Company's Nominated Adviser and is
authorised and

regulated by FCA. Zeus'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. Zeus is not acting for and will not be responsible
to any

persons for providing protections afforded to customers of Zeus 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  ASX/AIM announcement 5 February 2026

 2  ASX/AIM announcement 16 February 2026

 3  ASX/AIM announcement 10 April 2024

 4  ASX/AIM announcement 18 February 2026

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  IOEFLFFTFLIFFIR



            Copyright 2019 Regulatory News Service, all rights reserved