REG - Celsius Resources Ld - Update on potential assignment of MIC OLSA

Celsius ResourcesAnnouncement

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RNS Number : 4678C  Celsius Resources Limited  30 April 2026

ASX/AIM Announcement 30 April 2026

 Update on potential assignment of MIC OLSA

Celsius Resources Limited ("Celsius" or the "Company") (+ASX, AIM: CLA) refers
to its announcement made on 27 April 2026 regarding the potential transfer and
assignment of the Maharlika Investment Corporation ("MIC") loan position under
the Omnibus Loan and Security Agreement ("OLSA") with Makilala Mining Company
Inc. ("MMCI") 1 .

Further to this announcement, on 28 April 2026 Celsius received formal
notification from MIC that Equinaire Holdings Limited ("Equinaire"), a wholly
owned subsidiary of Kiri Industries Limited ("Kiri") of India, has executed an
Assignment Agreement with MIC.

Kiri subsequently provided the following transaction rationale, in an
announcement lodged with the National Stock Exchange of India Limited on 28
April 2026 2 :

"The acquisition of the loan represents a precursor transaction that is
expected to enable the Group to benefit from an off-take arrangements,
ensuring preferential supply of copper ore/concentrate from Makilala Mining
Company, Inc. for its upcoming copper facility being developed by Indo Asia
Copper Limited.

The Group's entry into the upstream copper supply chain is anticipated to
strengthen access to critical raw materials, thereby ensuring a stable and
long-term uninterrupted supply of copper, an essential natural resource that
is vital for meeting the country's growing demand."

Celsius with the assistance of its financial adviser, Grant Samuel Capital
Advisory Pty Limited 3  ("Grant Samuel") is advancing a structured funding
process to support the development of the Maalinao-Caigutan-Biyog Copper-Gold
Project ("MCB Project"). 4 

As part of this process, indicative non-binding financing proposals have been
received from a broad suite of well credentialed offtakers.

Celsius would welcome the formal participation of Kiri in this process.

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

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.

 

 

 

 

 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.

 

Date: April 28, 2026

 To,                             To,

 BSE Limited                     National Stock Exchange of India Limited

 Phiroze Jeejeebhoy Towers,      Exchange Plaza, Bandra Kurla Complex,

 Dalal Street, Mumbai- 400 001   Bandra (E), Mumbai - 400 051

 Scrip Code: 532967              Scrip ID: KIRIINDUS

 

Subject: Disclosure under Regulations 30 and 30A read with Clause 5A, Para A,
Part A, Schedule III of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI LODR") - Execution of Assignment
Agreement by Wholly Owned Subsidiary

Dear Sir/Madam,

We wish to inform that Equinaire Holdings Limited, a wholly-owned subsidiary
of Kiri Industries Limited ("the Company"/"Listed Entity"), has executed an
Assignment Agreement ("the Agreement") with Maharlika Investment Corporation
(MIC).

The Agreement pertains to the assignment of a loan extended to Makilala Mining
Company, Inc. ("MMCI"/"the Borrower") in relation to the
Maalinao-Caigutan-Biyog (MCB) Copper-Gold Project located in Pasil, Kalinga,
Philippines, together with all associated rights, title, interests, and
underlying securities, subject to the terms and conditions set out in the
Agreement.

The acquisition of the loan represents a precursor transaction that is
expected to enable the Group to benefit from an off-take arrangements,
ensuring preferential supply of copper ore/concentrate from Makilala Mining
Company, Inc. for its upcoming copper facility being developed by Indo Asia
Copper Limited. The Group's entry into the upstream copper supply chain is
anticipated to strengthen access to critical raw materials, thereby ensuring a
stable and long-term uninterrupted supply of copper, an essential natural
resource that is vital for meeting the country's growing demand.

The necessary information required to be disclosed by the Company pursuant to
its obligations under Regulations 30 and 30A read with Clause 5A, Para A, Part
A, Schedule III of the SEBI LODR, subsequent to the receipt of the Regulation
30A Intimation and as required under the SEBI Master Circular no.
HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, is enclosed
herewith as Annexure - I.

Kindly take the above information on your record.

Thanking you,

Yours Faithfully,

For, Kiri Industries Limited

Suresh Gondalia

Company Secretary

M. No. : F7306

Encl: As stated

 

 

Annexure - I

Disclosure of information in terms of SEBI Master Circular no.
HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026:

 Item                                                                             Details
 a.  If the listed entity is a party to the agreement - details of the            No, the Company is not a party to the Agreement.
 counterparties (including name and relationship with the listed entity)  i.
 details of the counterparties (including name and relationship with the listed
 entity);
 b.  If listed entity is not a party to the agreement:  i.  name of the           Assignee: Equinaire Holdings Limited (Wholly Owned Subsidiary of the Company)
 party entering into such an agreement and the relationship with the listed

 entity;  ii.  details of the counterparties to the agreement (including name     Assignor / Lender: Maharlika Investment Corporation, the Philippines'
 and relationship with the listed entity)  iii.  date of entering into the        sovereign wealth fund, owned and controlled by the Government of the Republic
 agreement.                                                                       of the Philippines.

                                                                                  April 27, 2026
 c.  Purpose of entering into the agreement                                       Assignment/acquisition of Loan of USD 9,764,090.63 (outstanding amount as on
                                                                                  date), subject to adjustments at time of Closing along with all associated
                                                                                  rights, title, interests, and underlying securities originally entered by
                                                                                  Maharlika Investment Corporation (MIC) & Makilala Mining Company Inc.
                                                                                  (MMCI) for Maalinao-Caigutan-Biyog (MCB) Copper-Gold Project in Pasil,
                                                                                  Kalinga, Philippine.

                                                                                  The assignment shall be effective subject to due diligence, expiry of
                                                                                  prepayment period, and other customary conditions.

 d.  Shareholding, if any, in the entity with whom the agreement is executed      Not Applicable
 e.  Significant terms of the agreement (in brief);                               Assignment is on "as-is, where-is" and without recourse basis, including
                                                                                  transfer of rights to receive principal, interest, and other dues, more
                                                                                  particularly described in the Agreement

                                                                                  Payment Terms:

                                                                                  Upfront Deposit: USD 5,000,000

                                                                                  Balance: Payable on Closing Date

                                                                                  Time period for closing/completion:

                                                                                  Closing within 7 Business Days after expiry of 60 days from date of execution
                                                                                  of the agreement or earlier if agreed between the parties.

                                                                                  Assignment includes the acquisition of the loan together with all underlying
                                                                                  securities.
 f.  Extent and the nature of impact on management or control of the listed       There is no impact on management or control of the Company.
 entity;
 g.  details and quantification of the restriction or liability imposed upon      Assignee will step into the role of Lender upon closing of the agreement.
 the listed entity;

                                                                                  No direct liability upon the Company.
 h.  whether, the said parties are related to promoter/promoter group/group       Maharlika Investment Corporation (MIC) & Makilala Mining Company Inc.
 companies in any manner. If yes, nature of relationship;                         (MMCI) are not related to promoter/promoter group/group companies.

                                                                                  Equinaire Holding Limited is Group Company of the Company, being Wholly-owned
                                                                                  Subsidiary Company.
 i.  whether the transaction would fall within related party transactions? If     No
 yes, whether the same is done at "arm's length";
 j.  in case of issuance of shares to the parties, details of issue price,        Not Applicable
 class of shares issued;
 k.  any other disclosures related to such agreements, viz., details of           Not Applicable
 nominee on the board of directors of the listed entity, potential conflict of
 interest arising out of such agreements, etc.;
 l.  in case of rescission, amendment or alteration, listed entity shall          Not Applicable
 disclose additional details to the stock exchange(s):  i.  name of parties
 to the agreement; ii.  nature of the agreement; iii.  date of execution of
 the agreement; iv.  details and reasons for amendment or alteration and
 impact thereof (including impact on management or control and on the
 restriction or liability quantified earlier); v.  reasons for rescission and
 impact thereof (including impact on management or control and on the
 restriction or liability quantified earlier).

 

 1  See ASX/AIM Announcement 27 April 2026 - Potential assignment of MIC OLSA

 2  A copy of the Kiri announcement is appended to this announcement

 3  See ASX/AIM Announcement 9 January 2026 - Celsius appoints Grant Samuel as
Financial Adviser

 4  See ASX/AIM Announcement 13 April 2026 - Corporate Update

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