REG - Celsius Resources Ld - Quarterly Activities Report
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RNS Number : 4439C Celsius Resources Limited 30 April 2026
30 April 2026
Quarterly Activities Report
For the quarter ended 31 March 2026
Celsius Resources Limited ("Celsius" or the "Company") (ASX, AIM: CLA)
continued to advance the Maalinao-Caigutan-Biyog Copper-Gold Project ("MCB
Project") during the March 2026 Quarter ("Quarter") with the following recent
milestones and events occurring:
· Appointment of Bardin Davis as Managing Director
· Search initiated for a new Non-Executive Chair
· Commencement of a Grant Samuel led MCB Project structured
financing process
· Planned restructuring of MMCI to support enhanced Celsius
economics
· Completion of ~A$9.3m equity raising
· Delivery of a DFS supporting a technically and economically
enhanced MCB Project
· Continued momentum across key MCB Project workstreams:
o Strategic planning around underground mine development
o EPC tendering for the Process Plant
o Progress on planning for the Main Access Road
o Strong stakeholder engagement and support initiatives across skills
training, education and health
o Strengthening of the environmental management system
· Renewal of the exploration permit for the Botilao Copper-Gold
Prospect
· Continued progress on the sale process for the non-core Opuwo
Project in Namibia
Appointment of Managing Director
Bardin Davis was appointed as Managing Director of Celsius on 2 April 2026.
His appointment followed his role as a strategic advisor to the Company's
Board between January and March 2026.
Bardin has ~30 years of investment banking and corporate experience within the
mining and energy sectors. He was the CEO of ASX listed Peak Rare Earths
Limited ("Peak") for ~5 years and is a former CFO of UPC/AC Renewables
Australia (now ACEN Australia). During his banking career he spent almost 12
years in Asia and worked on a broad range of international advisory, capital
market and financing transactions. He has held senior Australian and
regional investment banking roles with Macquarie Capital, HSBC and ABN AMRO.
Managing Director, Bardin Davis During his time with Peak he oversaw a project financing process, the
execution of a binding offtake agreement, the securing of a special mining
licence and an investment framework agreement with the Government of Tanzania,
the delivery of a BFS Update and FEED Study and a sale of the company that
delivered a 269% takeover premium and a ~330% premium after accounting for the
value of a concurrent entitlement offer 1 (#_ftn1) .
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. 2 (#_ftn2) 3 (#_ftn3)
Search initiated for Non-Executive Chair
Swann & Skein, a leading executive search firm, was appointed to advise on
and facilitate a comprehensive search process for a Non-Executive Chair.
This search, which is underway, is focused on candidates with the requisite
leadership, sector experience, and governance expertise to guide Celsius
towards a Final Investment Decision ("FID") and the successful development of
the MCB Project.
Following the appointment of a Non-Executive Chair, it is expected that a
broader board review will be undertaken.
MCB Project funding
Following the receipt of strong interest in financing the MCB Project, Grant
Samuel Capital Advisory Pty Limited ("Grant Samuel") was appointed to lead a
structured financing process for the MCB Project. 4 (#_ftn4)
The funding process encompasses three streams:
· Offtake-linked financiers - focused on a targeted list of mining
funds and trading houses;
· Philippine and project finance banks - covering international,
regional and Philippine banks that are active in mining project financing; and
· Strategic equity investors - focused principally on mining
companies and investment groups.
The first phase of the offtake-linked financing stream has completed with a
broad range of Non-Binding Indicative Offers ("NBIO") received across
potential debt and equity components of a funding package. Shortlisted
parties have been invited to participate into a second phase of the process.
To support increased optionality and competitive tension as well as an optimal
cost-efficient funding solution, the offtake-linked financing stream was
augmented with financing pathways for Philippine and international project
finance banks and prospective strategic equity investors.
The timeline for completion of the MCB Project financing process and a Final
Investment Decision ("FID") has been extended to Q4 2026. The revised
timeline supports the expected timing required to:
· Finalise the restructuring of MMCI (see update below);
· Complete vendor legal and independent technical expert reports;
· Facilitate detailed due diligence, site visits, management
presentations and internal investment and credit approval processes for all
streams; and
· Negotiate and execute transaction documentation.
EPC and FEED-level engineering workstreams are continuing to be progressed in
parallel, with a target FID within this timeframe.
In addition to the broader structured financing process, more immediate
funding options (which do not include a Celsius equity raising) to support
early works programmes are also being considered.
An updated timeline for the MCB Project is set out below.
The revised project timeline, is predicated on the completion of the funding
process and the commencement of construction within the Quarter 4 of Calendar
Year ("CY") 2026. Completion of construction and development is expected to
take ~2.5 years with commissioning targeted to start in late 2028 and first
concentrate targeted within the first half of 2029 5 (#_ftn5) .
MMCI restructuring
Background
In the Philippines, the holder of a Mineral Production Sharing Agreement
("MPSA") must have 60% of outstanding shares being owned by a Philippine
entity, while a separate mineral processing company may be up to 100%
foreign-owned.
Accordingly, the following ownership arrangements for the MCB Project were
agreed via binding deeds and agreements on 17 March 2023:
· Sodor, Inc. ("Sodor") was to acquire a 60% legal ownership in
Makilala Mining Company, Inc. ("MMCI") for consideration of PHP 300 million
(~US$5 million);
· PMR Holding Corp. ("PMR"), an affiliate of Sodor, was to
subscribe for 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); and
· These arrangements were to be relinquished, if Sodor and PMR had
not provided the required payment within two years, unless shortened or
extended by mutual agreement. 6 (#_ftn6)
The MCB Project was to be owned and operated via the following two entities:
· MMCI - which would hold the MPSA and develop and operate the
mine; and
· PDEP - which would own, develop and operate the processing plant
and other ancillary equipment and assets, and would not be subject to foreign
ownership restrictions.
Further to the execution of agreements with Sodor and PMR, the expiry date for
the payment of ~US$43 million was extended to 16 February 2026 7 (#_ftn7) .
Following the expiry of this deadline, Celsius provided written notice to
Sodor that the MMCI shares must be relinquished in accordance with the
agreement.
Notwithstanding the expiry of the payment deadline (and the provision of the
notice to Sodor outlined above), Sodor subsequently (being ~30 days following
expiring deadline) 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.
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 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 8 (#_ftn8) 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.
Way forward
Celsius is in advanced discussions with a new qualified Filipino partner that
would acquire the 60% interest in MMCI previously held by Sodor, which would
result in Celsius retaining its 40% direct interest in MMCI.
This could enable Celsius to retain a 100% interest in PDEP and optimise its
share of economics ahead of any potential sell-down or dilution to a new
investor as part of the MCB Project funding process.
An indicative structure for the MCB Project is set out below 9 (#_ftn9) .
Completion of ~A$9.3m equity raising
During the Quarter, Celsius strengthened its cash position through the
completion of ~A$9.3 million equity raising. 10 (#_ftn10)
The equity offering comprised of:
· Placement shares being issued at A$0.02 per share; and
· 1 free attaching option for every 2 placement shares issued,
expiring 3 years from the date of issue and with an exercise price of A$0.035
per option.
A total of 463,250,000 placement shares were issued to raise A$9.265
million. The issuance of a further 1,750,000 placement shares to
participating Celsius Directors remains subject to shareholder approval. 11
(#_ftn11)
The issuance of 231,625,000 placement options to unrelated parties and 875,000
placement options to participating Celsius Directors also remains subject to
approval.
Celsius also announced its intention, following the completion of the
placement, to make a pro-rata non-renounceable offer to all eligible
shareholders for 1 option for every 10 shares held by eligible investors on a
yet-to-be-set record date, on the same terms as the placement options.
Key uses of proceeds include:
· General working capital;
· Advisory costs associated with the MCB Project financing process;
· Ongoing compliance activities for the MCB, Sagay and Botilao
projects,
· Further exploration at the Botilao Project; and
· Placement transaction costs.
Potential assignment of MIC loan
During the Quarter, MMCI applied for the final drawdown of funds of ~US$0.9
million under its First Omnibus Loan and Security Agreement ("First OLSA")
with the Philippine sovereign wealth fund, Maharlika Investment Corporation
(MIC). 12 (#_ftn12) MIC has undertaken to process this request subject to
a technical review of the Definitive Feasibility Study using an independent
technical expert.
The total drawdown under the First OLSA is US$9.1 million, with ~US$0.9
million remaining undrawn under the US$10 million facility.
Subsequent to the Quarter, MIC issued a press release with respect to the
execution of an assignment agreement for the sale and assignment of its loan
position under the OLSA with to Equinaire Holdings Limited, a wholly owned
subsidiary of Kiri Industries Limited ("Kiri") of India.
Celsius was not informed of MIC's intentions to progress a sale and assignment
of the OLSA to Kiri and was not provided a copy of the press release ahead of
its announcement.
Formal notice was received by MMCI on 28 April 2026.
The Company is assessing its position and is taking advice from its legal and
financial advisers 13 (#_ftn13) .
DFS confirms a technically and economically enhanced MCB Project
In January 2026, a Definitive Feasibility Study ("DFS") was released the MCB
Project. 14 (#_ftn14)
The DFS confirmed a technically and economically enhanced MCB Project. It
was completed to a Class 3 level of estimate accuracy (typically up to ±15%),
consistent with industry standards and suitable for project financing and
execution planning. The DFS follows a Scoping Study announced in December
2021. 15 (#_ftn15)
Key technical and financial DFS outcomes are set out in the table below.
Item 1st 10 years Life of mine
Ore Mined 24.5 MT 89.7 MT
Copper Grade 1.08% 0.69%
Gold Grade 0.51 g/t 0.24 g/t
Copper Recovery 92.5% 89.7%
Gold Recovery 79.7% 72.6%
Mine Life 10 Years 35.3 Years
Process Plant Throughput 2.64 MTPA 2.64 MTPA
Average Annual Cu Concentrate Production (dry) 102.5 kt 66.0 kt
Total Copper Recovered 542 Mlbs 1,234 Mlbs
Total Gold Recovered 319 koz 507 koz
Copper Price for 1(st) 9 Years (assumed) US$4.3/lb US$4.3/lb
Copper Price for Remaining Years US$7.0/lb US$7.0/lb
Gold Price for 1st 9 Years (assumed) US$3,000/oz US$3,000/oz
Copper Price for Remaining years US$4,500/lb US$4,500/lb
Initial Capital US$276 M US$276 M
NPV (Post Tax; 8%) US$444 M US$771 M
NPV (Pre Tax; 8%) US$771 M US$1.3 BN
IRR (Pre Tax) 28.5% 30.5%
IRR (Post Tax) 22.1% 24.1%
Payback from Start of Production(1) 4.7 Years 4.7 Years
LOM C1 Cost (net of by-product credits) US$0.41/lb Cu US$1.73/lb Cu
Continued momentum across key MCB Project workstreams
Following the completion of the MCB Project DFS, the focus has shifted towards
planning around mine development and construction.
Underground mine development
Strategic planning for underground mine development was advanced with an
Expression of Interest issued to mining consultancy firms and individuals to
support the development of a comprehensive scope of works.
Process Plant including Civil Works
A tendering process for an Engineering, Procurement, and Construction ("EPC")
contract for the Process Plant was initiated with the issuance of tender
documents to qualified parties.
An Owner's Engineer Scope of Works was also formally issued to both Philippine
and international parties, to support technical oversight and quality
assurance.
Main Access Road
During the Quarter there was ongoing collaboration with the Kalinga Provincial
Engineering Office with respect to the proposed Main Access Road. Key
initiatives included:
· Completion of a site visit to assess the proposed Main Access
Road exit;
· Continued progress on the road survey, with completion of ~50% of
the topographic survey and 65% of the overall scope of works; and
· Ongoing data processing and preliminary design activities.
These initiatives are laying the groundwork for the construction phase once
funding is in place.
Power supply and infrastructure
Introductory meetings with hydropower suppliers were conducted to explore
potential alternative sources of sustainable and reliable energy solutions for
the MCB Project.
Ongoing commitment to the MCB Project community and local stakeholders
During the Quarter, several strategic social and economic initiatives were
implemented to enhance community capacity and drive sustainable development.
Stakeholder engagement
Two mining Information, Education and Communication ("IEC") campaigns were
conducted at a local government unit and nearby schools to strengthen
stakeholder awareness and deepen community engagement. These initiatives
encouraged active participation in environmental stewardship and responsible
resource management, while fostering support for the MCB Project. They also
highlighted the project's potential to generate local employment opportunities
and stimulate business growth in surrounding communities.
In parallel, monitoring and management of communities continued, ensuring that
any matters raised were addressed proactively and constructively. This
approach reinforced trust, maintained positive relationships, and demonstrated
the company's commitment to sustainable development and stakeholder
collaboration.
Community-based skills training
The third and fourth batches of Financial Literacy Training were completed,
with 64 community members (18 males, 46 females) equipped with essential
financial management skills to support household and community economic
well-being.
The second batch of TESDA Masonry NC II produced 24 graduates (18 males, 6
females). As part of their practicum, trainees contributed to enhancing local
community facilities. This initiative not only builds local skills but also
creates pathways for livelihood opportunities while benefitting community
infrastructure and services.
Educational assistance and scholarship program
Education support also advanced with the completion of the Balatoc Education
Committee's validation of the list of scholars for the 2nd Semester of School
year 2025-2026. A total of 207 college students, 30 post-graduate students,
and four reviewees were confirmed, reinforcing the project's commitment to
academic development.
In addition, three community members supported through the initiative
successfully passed the Criminology Licensure Exam, raising the total number
of Board Passers since the program inception to 15.
Health initiatives
Two medical-dental missions were conducted for the period, in partnership with
the Municipal Health Office. A wide range of health services were provided to
the host community which not only addressed immediate health needs but also
strengthened community awareness.
Baseline studies
Data gathering for the Balatoc Cultural Heritage Baseline Study was completed,
which included key informant interviews, focus group discussions, and oral
history sessions. These efforts are vital in documenting and preserving
cultural knowledge, practices, and narratives for future generations.
Infrastructure support
Repairs and construction works were initiated on key community facilities,
including a suspension bridge, a potable water system, and slope stabilisation
structures. These initiatives are vital in ensuring safe access, reliable
basic services, and resilient infrastructure, thereby reinforcing the
company's commitment to sustainable development and the long-term well-being
of host communities.
Land access
The process of clan land boundary delineation for the construction and future
operations of the MCB Project was formally initiated. House-to-house
campaigns were actively carried out to provide clear explanations to community
members regarding the process and to seek endorsement of clan representatives,
ensuring transparency and inclusivity. In parallel, field validation of clan
boundaries is underway.
MCB environmental management and ancillary permits
Environmental protection and enhancement program
The Environmental Management Bureau successfully completed the site validation
for the 2nd Semester 2025 Compliance Monitoring Report, ensuring that
operational and environmental commitments were thoroughly assessed and
documented in line with regulatory standards. This validation exercise
provided valuable insights into project performance, confirming compliance
with established requirements while highlighting opportunities for continuous
improvement. It further underscores the MCB Project's dedication to
transparency, accountability, and regulatory adherence as it advances toward
the next phases of implementation.
In collaboration with the Balatoc Barangay Local Government Unit, the project
site team also participated in a community clean-up drive, reinforcing shared
responsibility for environmental stewardship and promoting collective action
to maintain a healthier local environment.
Environmental management system
The company strengthened its Environmental Management System by developing key
policies, standard operating procedures, and forms, including the
Environmental Management Plan, Risk Assessment, Management of Change, and
Control of Documented Information. These initiatives enhance consistency,
reinforce compliance, and align operations with ISO 14001 standards.
Continuous monitoring addressed gaps identified in the Second Party Audit,
ensuring readiness for future reviews. Capacity-building was also prioritised
through continued International Electrotechnical Commission sessions,
equipping employees with greater awareness of their environmental roles and
responsibilities.
Ancillary permits
Collaboration with the Community Environment and Natural Resources Office in
Tabuk City progressed steadily to facilitate the Tree Cutting Permit
application. A Memorandum of Agreement ("MOA") was also signed with Kalinga
State University, formally appointing the institution to lead the propagation
of replacement seedlings. Following this partnership, a Notice to Proceed was
issued, officially launching the seedling propagation activities required to
support compliance with the permit conditions.
Engagement with the Local Government Unit of Pasil is ongoing, with
discussions on their counterproposal to the MOA progressing. The primary
purpose of the MOA is to streamline permitting requirements and facilitate
efficient project implementation. Actions are underway to finalise the terms
and establish a clear framework for collaboration and shared responsibilities.
Botilao Copper-Gold Prospect, Philippines
The Botilao exploration permit was renewed during the Quarter, which will
enable the continuation of exploration activities adjacent to the MCB
Project. 16 (#_ftn16) The permit renewal secures the capacity to expand its
resource base and demonstrates ongoing regulatory support from Philippine
authorities. It also further strengthens Celsius' portfolio in Northern
Luzon and provides the potential for future discoveries that could complement
the MCB Project.
Sagay Copper-Gold Project, Philippines
Tambuli Mining Company, Inc. ("TMCI"), a wholly owned Philippine subsidiary of
Celsius in the Negros Islands, continues to coordinate closely with the DENR's
Environmental Management Bureau to advance the approval of its Environmental
Impact Statement ("EIS") for the Sagay Copper-Gold Project.
The EIS is a prerequisite for securing an Environmental Compliance Certificate
("ECC"). Once granted, the ECC will mark a critical key milestone, validating
that the Sagay Project development plans and engineering designs are
technically sound, environmentally sustainable, and socially acceptable. It
will also enable TMCI to move forward with its application for a Declaration
of Mining Project Feasibility, which would support a Mining Permit. 17
(#_ftn17)
Opuwo Cobalt Project, Namibia
A sales process for the non-core Opuwo Project in Namibia is progressing well
with multiple parties submitting NBIO's and completing site visits.
Celsius remains hopeful of completing a sale before the end of Calendar Year
2026.
During the Quarter, Celsius completed its de-listing from the Namibia
Securities Exchange with all former shareholders transferring their holdings
to the ASX.
Cullarin West Project, NSW
The relinquishment of this project was effected in February 2026. No work on
the project was conducted during the Quarter and reporting on it will cease
from now.
Cash position
At the end of the quarter, the Company held approximately A$9.836 million in
cash reserves, of which A$929k was held in MMCI.
ASX additional information
The Company provides the following information pursuant to ASX Listing Rule
requirements:
· ASX Listing Rule 5.3.1:
Approximately A$1.55 million was spent on exploration expenditure during the
quarter, primarily relating to the development of the MCB and Sagay Projects.
· ASX Listing Rule 5.3.2:
Nil was spent on mine production and development activities during the
quarter.
· ASX Listing Rule 5.3.5:
The Company advises that there were approximately A$414k in payments made to
related parties of the Company and their associates during the Quarter for
Director and consultancy fees, of which A$312k was paid by MMCI using funds
advanced from MIC.
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 Permit expiry Interest / contractual right
name
number
status
New South Wales
Cullarin West EL 8996 Cullarin Metals Pty Ltd Relinquished 17/08/2026 100%
Namibia
Opuwo EL 4346 Gecko Cobalt Holdings Awaiting issuance of tenement permit TBA 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 27/01/2028 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%
Key information on the mining tenements:
· Mining tenement interests acquired or disposed of during the
Quarter and their location: Cullarin West permit EL 8996 in New South Wales
was relinquished in February 2026;
· Beneficial percentage interests held in farm-in or farm-out
agreements at the end of the Quarter: not applicable; and
· 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.
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
Bardin Davis - Managing Director E: info@celsiusresources.com.au (mailto:info@celsiusresources.com.au)
W: www.celsiusresources.com (http://www.celsiusresources.com)
Media - NWR Communications
Peter Taylor M: +61 412 036 231
E: peter@nwrcommunications.com.au (mailto:peter@nwrcommunications.com.au)
jon.cuthbert@multiplier.com.au
Zeus
James Joyce/James Bavister (Nominated Adviser), Harry Ansell (Broking) 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.
Compliance statements
For the information in this announcement that relates to exploration results
that have been previously released to ASX, the Company confirms that it is not
aware of any new information or data that materially affects the information
included in the original ASX announcement and that all material assumptions
and technical parameters continue to apply.
The Company confirms that it is not aware of any new information or data that
materially affects the Mineral Resource Estimate for the MCB 18 (#_ftn18)
Project, the Sagay 19 (#_ftn19) Project or the Opuwo 20 (#_ftn20) Project.
The Company also confirms that all material assumptions and parameters
underpinning the Mineral Resource Estimate continue to apply and have not
materially changed. The form and context in which the relevant Competent
Person's findings are presented have not been materially modified from the
original document.
The Company confirms that it is not aware of any new information or data
that materially affects the Ore Reserve Estimate for the MCB Project 21
(#_ftn21) . The Company also confirms that all material assumptions and
parameters underpinning the Ore Reserve Estimate continue to apply and have
not materially changed. The form and context in which the relevant Competent
Person's findings are presented have not been materially modified from the
original document.
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.
Appendix 5B
Mining exploration entity or oil and gas exploration entity
quarterly cash flow report
Name of entity
Celsius Resources Limited
ABN Quarter ended ("current quarter")
95 009 162 949 31 March 2026
Consolidated statement of cash flows Current quarter Year to date (9 months)
$A'000
$A'000
1. Cash flows from operating activities - -
1.1 Receipts from customers
1.2 Payments for - -
(a) exploration & evaluation
(b) development - -
(c) production - -
(d) staff costs (298) (1,052)
(e) administration and corporate costs (1,279) (2,669)
1.3 Dividends received - -
1.4 Interest received 17 19
1.5 Interest and other costs of finance paid - -
1.6 Income taxes paid - -
1.7 Government grants and tax incentives - -
1.8 Other (provide details if material) - -
1.9 Net cash from / (used in) operating activities (1,560) (3,702)
2. Cash flows from investing activities - -
2.1 Payments to acquire or for:
(a) entities
(b) tenements - -
(c) property, plant and equipment (22) (145)
(d) exploration & evaluation (1,550) (10,587)
(e) investments - -
(f) other non-current assets - -
2.2 Proceeds from the disposal of: - -
(a) entities
(b) tenements - -
(c) property, plant and equipment - -
(d) investments - -
(e) other non-current assets - -
(f) mine development (see note 6) - -
2.3 Cash flows from loans to other entities - -
2.4 Dividends received - -
2.5 Other (provide details if material) - -
2.6 Net cash from / (used in) investing activities (1,572) (10,732)
3. Cash flows from financing activities 9,265 10,334
3.1 Proceeds from issues of equity securities (excluding convertible debt
securities)
3.2 Proceeds from issue of convertible debt securities - -
3.3 Proceeds from exercise of options 146 146
3.4 Transaction costs related to issues of equity securities or convertible debt (573) (659)
securities
3.5 Proceeds from borrowings 2,079 10,294
3.6 Repayment of borrowings - -
3.7 Transaction costs related to loans and borrowings - -
3.8 Dividends paid - -
3.9 Other (provide details if material) - -
3.10 Net cash from / (used in) financing activities 10,917 20,115
4. Net increase / (decrease) in cash and cash equivalents for the period
4.1 Cash and cash equivalents at beginning of period 2,151 4,369
4.2 Net cash from / (used in) operating activities (item 1.9 above) (1,560) (3,702)
4.3 Net cash from / (used in) investing activities (item 2.6 above) (1,572) (10,732)
4.4 Net cash from / (used in) financing activities (item 3.10 above) 10,917 20,115
4.5 Effect of movement in exchange rates on cash held (100) (214)
4.6 Cash and cash equivalents at end of period 9,836 9,836
5. Reconciliation of cash and cash equivalents Current quarter Previous quarter
at the end of the quarter (as shown in the consolidated statement of cash
$A'000
$A'000
flows) to the related items in the accounts
5.1 Bank balances 8,907 982
5.2 Call deposits - -
5.3 Bank overdrafts - -
5.4 Other (held by MMCI) 929 1,169
5.5 Cash and cash equivalents at end of quarter (should equal item 4.6 above) 9,836 2,151
6. Payments to related parties of the entity and their associates Current quarter
$A'000
6.1 Aggregate amount of payments to related parties and their associates included 135
in item 1
6.2 Aggregate amount of payments to related parties and their associates included 279
in item 2
- Note: if any amounts are shown in items 6.1 or 6.2, your quarterly
activity report must include a description of, and an explanation for, such
payments.
* - $312,000 paid by MMCI.
7. Financing facilities Total facility amount at quarter end Amount drawn at quarter end
Note: the term "facility' includes all forms of financing arrangements
$A'000
$A'000
available to the entity.
Add notes as necessary for an understanding of the sources of finance
available to the entity.
7.1 Loan facilities 24,551 12,766
7.2 Credit standby arrangements - -
7.3 Other (please specify) - -
7.4 Total financing facilities 24,551 12,766
7.5 Unused financing facilities available at quarter end 11,785
7.6 Include in the box below a description of each facility above, including the
lender, interest rate, maturity date and whether it is secured or unsecured.
If any additional financing facilities have been entered into or are proposed
to be entered into after quarter end, include a note providing details of
those facilities as well.
Sha
re
Pla
cem
ent
Agr
eem
ent
,
Cel
siu
s
and
Pat
ras
hav
e
ent
ere
d
int
o a
Com
mit
ted
Equ
ity
Fac
ili
ty
Agr
eem
ent
whi
ch
wil
l
pro
vid
e
Cel
siu
s
wit
h a
fur
the
r
fun
din
g
fac
ili
ty
Cel
siu
s
is
not
req
uir
ed
to
dra
w
dow
n
on
the
Fac
ili
ty
and
the
re
is
no
min
imu
m
amo
unt
con
tem
pla
ted
.
The
Fac
ili
ty
ena
ble
s
the
Com
pan
y
to
con
dit
ion
all
y
acc
ess
fur
the
r
cap
ita
l
to
fun
d
its
pro
jec
t
por
tfo
lio
in
the
Phi
lip
pin
es
and
the
Com
pan
y's
ong
oin
g
wor
kin
g
cap
ita
l.
The
Fac
ili
ty
is
str
uct
ure
d
so
tha
t
the
tim
ing
of
any
or
all
dra
wdo
wns
(an
d
the
ref
ore
an
acc
ept
abl
e
iss
ue
pri
ce
of
any
sha
res
iss
ued
und
er
the
agr
eem
ent
)
are
ent
ire
ly
at
Cel
siu
s'
dis
cre
tio
n.
The
fac
ili
ty
mat
ure
s
in
Sep
tem
ber
202
6.
Und
er
the
ter
ms
of
the
Fac
ili
ty,
Cel
siu
s
may
,
at
its
dis
cre
tio
n,
pla
ce
new
ord
ina
ry
sha
res
in
the
Com
pan
y
wit
h
Pat
ras
up
to
a
tot
al
of
A$1
0
mil
lio
n
ove
r
the
nex
t
24
mon
ths
.
Cel
siu
s
may
dra
w
in
tra
che
s
of
up
to
A$5
mil
lio
n
at
its
ful
l
dis
cre
tio
n,
and
up
to
A$3
mil
lio
n
wit
h
mut
ual
con
sen
t
whi
ch
may
be
fur
the
r
inc
rea
sed
by
up
to
15%
by
Pat
ras
.
The
Fac
ili
ty
may
be
ter
min
ate
d
by
the
Com
pan
y
pri
or
to
com
ple
tio
n
of
the
two
-ye
ar
ter
m
wit
hou
t
pen
alt
y,
and
the
Fac
ili
ty
doe
s
not
res
tri
ct
Cel
siu
s
obt
ain
ing
any
for
m,
or
com
bin
ati
on,
or
equ
ity
or
deb
t
fin
anc
ing
fro
m
thi
rd
par
tie
s
or
any
oth
er
sou
rce
.
For
eac
h
pla
cem
ent
und
er
the
Fac
ili
ty,
Cel
siu
s
can
nom
ina
te
a
pri
ce
in
whi
ch
it
is
wil
lin
g
to
pla
ce
sha
res
to
Pat
ras
(or
its
nom
ine
e)
pro
vid
ed
it
is
not
bel
ow
A$0
.01
per
sha
re
("N
omi
nat
ed
Pri
ce"
).
The
ult
ima
te
pla
cem
ent
pri
ce
how
eve
r
sha
ll
be
95%
of
the
hig
her
of
the
Nom
ina
ted
Pri
ce,
or
the
"Ma
rke
t
Pri
ce"
(be
ing
the
5
day
VWA
P
of
Cel
siu
s
sha
res
(fo
r 5
day
s
nom
ina
ted
by
Pat
ras
)
ove
r
the
30
day
tra
din
g
per
iod
fol
low
ing
the
iss
ue
of
a
pla
cem
ent
not
ice
to
Pat
ras
("P
ric
ing
Per
iod
"))
.
Pat
ras
may
red
uce
the
cas
h
amo
unt
pay
abl
e
in
a
tra
nce
req
ues
ted
by
Cel
siu
s
by
up
to
1/3
0
for
eac
h
tra
din
g
day
dur
ing
the
Pri
cin
g
Per
iod
of
whi
ch
the
VWA
P
is
equ
al
or
les
s
tha
n
the
Nom
ina
ted
Pri
ce.
Mor
e
det
ail
on
the
Ter
ms
and
Con
dit
ion
s
of
the
Cel
siu
s
agr
eem
ent
can
be
fou
nd
in
the
ASX
ann
oun
cem
ent
Cor
por
ate
Fun
din
g
Upd
ate
on
16
Sep
tem
ber
202
4.
Mah
arl
ika
Inv
est
men
t
Cor
por
ati
on
("M
IC"
)
has
pro
vid
ed
a
bri
dge
loa
n
fac
ili
ty
of
up
to
USD
76.
4
mil
lio
n
("F
aci
lit
y")
to
Mak
ila
la
Min
ing
Com
pan
y,
Inc
.
("M
MCI
")
a
sub
sid
iar
y
of
the
Com
pan
y,
to
fun
d
the
Maa
lin
ao
-Ca
igu
tan
-Bi
yog
Cop
per
-Go
ld
Pro
jec
t
("M
CB"
or
the
"Pr
oje
ct"
).
US$
10
mil
lio
n
is
ava
ila
ble
und
er
the
Fir
st
OLS
A
for
nin
e
(9)
mon
ths
fro
m
sig
nin
g,
wit
h
fun
din
g
tie
d
to
the
sat
isf
act
ory
com
ple
tio
n
of
the
FEE
D /
upd
ate
d
FS.
The
fac
ili
ty
is
sec
ure
d
by
a
Sec
uri
ty
Pac
kag
e
and
the
int
ere
st
rat
e
is
12.
5%.
Mor
e
det
ail
on
the
Ter
ms
and
Con
dit
ion
s
of
the
Fac
ili
ty
can
be
fou
nd
in
the
ASX
ann
oun
cem
ent
MCB
Pro
jec
t
sec
ure
s
fun
din
g
to
jum
pst
art
dev
elo
pme
nt
on
24
Feb
rua
ry
202
5.
8. Estimated cash available for future operating activities $A'000
8.1 Net cash from / (used in) operating activities (item 1.9) (1,560)
8.2 (Payments for exploration & evaluation classified as investing activities) (1,550)
(item 2.1(d)) (item 2.2 (f))
8.3 Total relevant outgoings (item 8.1 + item 8.2) (3,110)
8.4 Cash and cash equivalents at quarter end (item 4.6) 9,836
8.5 Unused finance facilities available at quarter end (item 7.5) 11,785
8.6 Total available funding (item 8.4 + item 8.5) 21,621
8.7 Estimated quarters of funding available (item 8.6 divided by item 8.3) 6.95
No
te
:
if
th
e
en
ti
ty
ha
s
re
po
rt
ed
po
si
ti
ve
re
le
va
nt
ou
tg
oi
ng
s
(i
e
a
ne
t
ca
sh
in
fl
ow
)
in
it
em
8
.3
,
an
sw
er
it
em
8
.7
as
"N
/A
".
Ot
he
rw
is
e,
a
fi
gu
re
fo
r
th
e
es
ti
ma
te
d
qu
ar
te
rs
of
fu
nd
in
g
av
ai
la
bl
e
mu
st
be
in
cl
ud
ed
in
it
em
8.
7.
8.8 If item 8.7 is less than 2 quarters, please provide answers to the following
questions:
8.8.1 Does the entity expect that it will continue to have the current
level of net operating cash flows for the time being and, if not, why not?
Answer: N/A
8.8.2 Has the entity taken any steps, or does it propose to take any
steps, to raise further cash to fund its operations and, if so, what are those
steps and how likely does it believe that they will be successful?
Answer: N/A
8.8.3 Does the entity expect to be able to continue its operations and
to meet its business objectives and, if so, on what basis?
Answer: N/A
Note: where item 8.7 is less than 2 quarters, all of questions 8.8.1, 8.8.2
and 8.8.3 above must be answered.
Compliance statement
1 This statement has been prepared in accordance with accounting
standards and policies which comply with Listing Rule 19.11A.
2 This statement gives a true and fair view of the matters
disclosed.
Date: 30 April 2026
Authorised by: The Board of Celsius Resources Limited
Limited..................................................................................
(Name of body or officer authorising release - see note 4)
Notes
1. This quarterly cash flow report and the accompanying
activity report provide a basis for informing the market about the entity's
activities for the past quarter, how they have been financed and the effect
this has had on its cash position. An entity that wishes to disclose
additional information over and above the minimum required under the Listing
Rules is encouraged to do so.
2. If this quarterly cash flow report has been prepared in
accordance with Australian Accounting Standards, the definitions in, and
provisions of, AASB 6: Exploration for and Evaluation of Mineral Resources and
AASB 107: Statement of Cash Flows apply to this report. If this quarterly cash
flow report has been prepared in accordance with other accounting standards
agreed by ASX pursuant to Listing Rule 19.11A, the corresponding equivalent
standards apply to this report.
3. Dividends received may be classified either as cash flows
from operating activities or cash flows from investing activities, depending
on the accounting policy of the entity.
4. If this report has been authorised for release to the
market by your board of directors, you can insert here: "By the board". If it
has been authorised for release to the market by a committee of your board of
directors, you can insert here: "By the [name of board committee - eg Audit
and Risk Committee]". If it has been authorised for release to the market by a
disclosure committee, you can insert here: "By the Disclosure Committee".
5. If this report has been authorised for release to the
market by your board of directors and you wish to hold yourself out as
complying with recommendation 4.2 of the ASX Corporate Governance Council's
Corporate Governance Principles and Recommendations, the board should have
received a declaration from its CEO and CFO that, in their opinion, the
financial records of the entity have been properly maintained, that this
report complies with the appropriate accounting standards and gives a true and
fair view of the cash flows of the entity, and that their opinion has been
formed on the basis of a sound system of risk management and internal control
which is operating effectively.
1 (#_ftnref1) See ASX / AIM announcement - Appointment of Managing Director
and search for Non-Executive Chair on 2 April 2026
2 (#_ftnref2) In addition to his position as an Executive Director of
Celsius and a director of a number of its subsidiaries, Neil also holds
positions with the following entities: Mannerim Capital Pty Ltd (Australia),
Swan Bay Investments Pty Ltd (Australia), Plentex Limited (Australia), Rizal
Resources (Canada) and TMC Tribal Mining Corporation (Philippines)
3 (#_ftnref3) See ASX / AIM announcement - Corporate Update on 24 April 2026
4 (#_ftnref4) See ASX / AIM announcements - Celsius appoints Grant Samuel as
Financial Adviser on 9 January 2026 and Corporate Update on 13 April 2026
5 (#_ftnref5) See ASX / AIM announcements - MCB Definitive Feasibility Study
confirms stronger economics on 23 January 2026 and Corporate Update on 13
April 2026
6 (#_ftnref6) Full details of the agreements and the intended interests of
each party's interests in MMCI and PDEP are set out in the 20 March 2023 ASX /
AIM Announcement - CLA enters Binding Deed with local companies for MCB
Project.
7 (#_ftnref7) See 24 February 2025 ASX / AIM Announcement - MCB Project
secures funding to jumpstart development; 27 June 2025 ASX / AIM Announcement
- FEED and Feasibility Update commence at MCB Project site; and 19 May 2025
ASX / AIM Announcement - MCB Project advances towards Construction.
8 (#_ftnref8) Julito "Sarge" Sarmiento resigned from the Celsius Board of
Directors on 26 November 2025. See 26 November 2025 ASX / AIM Announcement -
Results of Meeting.
9 (#_ftnref9) Subject to applicable Philippine legal requirements.
10 (#_ftnref10) See 23 February 2026 ASX / AIM Announcement - Celsius raises
A$9.3m in strong institutional placement.
11 (#_ftnref11) A General Meeting is scheduled for 30 April 2026. For
further details see 1 April 2026 ASX / AIM Announcement - Notice of General
Meeting / Proxy Form, and 16 April 2026 ASX / AIM Announcement - Addendum to
Notice of General Meeting.
12 (#_ftnref12) See 24 February 2025 ASX/AIM Announcement - MCB Project
secures funding to jumpstart development.
13 (#_ftnref13) See 27 April 2026 ASX/AIM Announcement - Potential
assignment of MIC OLSA.
14 (#_ftnref14) See 23 January 2026 ASX/AIM Announcement - MCB Definitive
Feasibility Study confirms stronger economics.
15 (#_ftnref15) See 1 December 2021 ASX/AIM Announcement - MCB Project
Scoping Study.
16 (#_ftnref16) See 5 February 2026 ASX/AIM Announcement - Philippine
Government approves renewal of Botilao Permit.
17 (#_ftnref17) See 8 January 2024 ASX/AIM Announcement - Celsius' Sagay
Project applies for DMPF.
18 (#_ftnref18) Refer to ASX announcement dated 24 November 2025 for an
updated JORC compliant Mineral Resource Estimate and the relevant Competent
Persons Statement.
19 (#_ftnref19) Refer to ASX/AIM announcement dated 6 February 2024 for the
updated Mineral Resource Estimate for the Sagay Project and the relevant
Competent Persons Statement.
20 (#_ftnref20) Refer to ASX announcement dated 1 July 2021 for the updated
Mineral Resource Estimate for the Opuwo Project and the relevant Competent
Persons Statement.
21 (#_ftnref21) Refer to ASX/AIM announcement dated 12 December 2025 for the
maiden JORC Ore Reserve Estimate and the relevant Competent Persons Statement.
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Copyright 2019 Regulatory News Service, all rights reservedRecent news on Celsius Resources
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