12 April 2024
Celsius Resources Limited
("Celsius" or the "Company")
Proposed Placing to raise approximately £1m
Celsius Resources Limited ("CLA" or "Celsius") (ASX, AIM: CLA)is pleased to announce its intention to raise gross proceeds of approximately £1 million by means of a placing (the "Placing") of new Ordinary Shares (the "Placing Shares") at a price of 0.6 pence per share (the "Placing Price"), with one free-attaching unlisted warrant for each Placing Share subscribed for, expiring on 31 December 2026 with an exercise price of 0.9 pence each (the "Placing Warrants").
The Placing Price represents a discount of approximately 17.24 per cent. to the Closing Price of 0.725 pence per Ordinary Share on 11 April 2024, being the latest practicable business day prior to the publication of this Announcement.
The Placing is to be conducted by way of an accelerated bookbuild process which will commence immediately following this Announcement and will be subject to the terms and conditions set out in Appendix II to this Announcement.
A further announcement confirming the closing of the Bookbuild and the number of Placing Shares to be issued pursuant to the Placing is expected to be made in due course.
Placing Summary
· Placing to raise approximately £1m (before expenses) through the issue of approximately 164,808,329 Placing Shares at the Placing Price.
· Placing to be conducted via an accelerated bookbuild process launching today.
· The Placing Shares, assuming full take-up of the Placing, will represent approximately 6.84 per cent of the Enlarged Issued Share Capital.
· The net proceeds of the Placing will be applied to deliver the Company's work programme as further detailed below, and for working capital purposes.
The Placing
The Company intends to issue 164,808,329 Placing Shares and 164,808,329 free attaching unlisted warrants, to raise gross proceeds of approximately £1m, to participants in the Placing. The Placing Shares are expected to be admitted to trading on AIM on or around 18 April 2024.
W H Ireland Limited ("WH Ireland") is acting as sole bookrunner in connection with the Placing. The Placing Shares are being offered by way of an accelerated bookbuild (the "Bookbuild"), which will be launched immediately following this Announcement, in accordance with the terms and conditions set out in Appendix II to this Announcement.
Admission of the Placing Shares is conditional, inter alia, upon the placing agreement dated 12 April 2024 between the Company and WH Ireland (the "Placing Agreement") not having been terminated and becoming unconditional in respect of such shares.
The Placing is conditional upon, amongst other things:
• admission of the Placing Shares becoming effective by no later than 8.00 a.m. on 18 April 2024 (or such later time and / or date as the Company and WH Ireland shall agree, not being later than 18 May 2024);
• the delivery by the Company to WH Ireland of certain documents required under the Placing Agreement;
• the Company having fully performed its obligations under the Placing Agreement to the extent that such obligations fall to be performed prior to admission of the Placing Shares; and
• the Placing Agreement not having been terminated by WH Ireland in accordance with its terms.
The timing of the closure of the Bookbuild and the allocation of the Placing Shares to be issued at the Placing Price are to be determined at the discretion of the Company and WH Ireland.
The Company also notes that Silvercorp Metals, Inc. ("Silvercorp") has participation rights under the subscription agreement it signed with the Company on 15 May 2023. These rights allow Silvercorp to invest on the same terms as other placees in the Placing. A further announcement will be made in due course, if Silvercorp opts to take up these rights.
Terms of the Placing Warrants
The Placing Warrants are exercisable at any time until 31 December 2026 at a price of 0.9 pence per Ordinary Share. The warrant certificates will be issued by the Company to the respective investors after the date of admission (which is expected to become effective on or around 18 April 2024).
Reasons for the Placing and Use of Proceeds
The Company is undertaking the Placing to progress its corporate and operational strategy and the net proceeds will therefore be applied towards:
· Early development works at the MCB Project;
· Permitting costs at the Sagay Copper-Gold Project;
· Exploration costs at the Botilao Copper-Gold Prospect; and
· General working capital
Admission to trading
Application has been made to the London Stock Exchange for admission of the Placing Shares to trading on AIM. It is expected that admission will become effective and dealings in the Placing Shares commence at 8.00 a.m. on or around 18 April 2024.
The Placing is not being underwritten and the Placing is not conditional on a minimum amount being raised.
(20min delay)
