REG - Celsius Resources Ld - Further update on alternative conflict process

Celsius ResourcesAnnouncement

05/05/2026 16:45

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RNS Number : 1141D  Celsius Resources Limited  05 May 2026

ASX/AIM Announcement 5 May 2026

 Further update on alternative conflict process

Further to recent announcements, Celsius Resources Limited ("Celsius" or the
"Company") (+ASX, AIM: CLA) wishes to provide an update in relation to the
alternative conflict processes with respect to Makilala Mining Company, Inc
("MMCI").

Background:

As previously outlined in Celsius' recent corporate updates, 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). 1 

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 outlined above (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.

Following these developments, Sodor, PMR and Celsius have been involved in a
series of alternative conflict resolution processes.

Most recent alternative conflict resolution process:

To 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.

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 2  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.

On 5 May 2026, the interim orders sought by Celsius were denied.  The basis
for the decision was that the status quo, being that Sodor continues to hold
its 60% interest in MMCI, should prevail until the broader arbitration process
has concluded.

Implications and next steps:

As previously disclosed to the market, Celsius remains of the view that the
right of Sodor and PMR to make payment on the shares has expired. Celsius
intends to continue to pursue its rights and position under the broader
alternative conflict resolution process and will keep the market updated in
accordance with its continuous disclosure obligations.

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.

This announcement has been authorised by the Non-Executive Chair and Managing
Director 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, 24 April 2026
ASX / AIM Announcement - Corporate Update and 4 May 2026 ASX / AIM
Announcement - Update on alternative conflict resolution process.

 2  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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