Addendum to Notice of GM

Celsius Resources Limited (AIM:CLA) has issued an addendum to its Notice of General Meeting, which details amendments to resolutions regarding the issuance of Placement Options and Director Placement Securities, as well as the introduction of a new resolution for the issuance of Consideration Shares to Bardin Davis. Specifically, the addendum proposes Resolution 2, which seeks approval for up to 231,625,000 Placement Options, and Resolution 3, which covers the issuance of up to 1,750,000 Director Placement Shares and 875,000 Director Placement Options to Neil Grimes and Bardin Davis. Additionally, Resolution 7 proposes the issuance of Consideration Shares to Bardin Davis for services rendered, valued at AUD 7,615. The General Meeting is scheduled for April 30, 2026, in Perth, Australia.

This announcement follows the original Notice of General Meeting dated March 31, 2026, which outlined similar resolutions. The amendments in this addendum suggest a re-evaluation of the company's approach to financing and governance, potentially reflecting shareholder feedback or internal strategic shifts. The previous resolutions have been replaced, indicating that the company is actively engaging with its shareholders to ensure clarity and compliance with regulatory requirements. The urgency of the replacement Proxy Form highlights the importance of these resolutions for the upcoming vote, particularly Resolution 7, which introduces new considerations for shareholders.

The proposed issuance of 231,625,000 Placement Options under Resolution 2 raises questions about the potential dilution of existing shareholders. This figure represents a significant number of options relative to the company's current market capitalization of AUD 67.7 million. If fully exercised, these options could lead to substantial dilution, depending on the terms of the options and the current share price at the time of exercise. The company must ensure that the issuance is justified by the potential benefits of the capital raised, particularly in light of its operational and financial objectives.

Resolution 3, which seeks approval for the issuance of Director Placement Securities, also warrants scrutiny. The allocation of 1,750,000 Director Placement Shares and 875,000 Director Placement Options to key management personnel, including Neil Grimes and Bardin Davis, suggests a strategy to align executive incentives with shareholder interests. However, the timing and scale of these awards could raise concerns among investors about the appropriateness of compensating executives with equity, especially in a context where the company is seeking to raise additional capital through the issuance of options.

The introduction of Resolution 7 for the issuance of Consideration Shares to Bardin Davis for services rendered adds another layer of complexity to the governance and financial strategy of Celsius Resources. This resolution, valued at AUD 7,615, appears modest in isolation but could be indicative of broader efforts to incentivize management and retain key personnel. The voting exclusions attached to these resolutions, particularly for those who may benefit from the proposed issuances, reflect a commitment to maintaining transparency and fairness in the voting process.

In terms of funding sufficiency, Celsius Resources must navigate the potential dilution from these resolutions while ensuring that it has adequate capital to support its operational objectives. The company has not disclosed its current cash position or burn rate in the announcement, which complicates the assessment of whether the proposed capital raises will sufficiently fund its strategic initiatives. Investors should closely monitor the upcoming General Meeting and the outcomes of these resolutions to gauge the company's future funding capabilities and operational trajectory.

When comparing Celsius Resources to its peers, it is essential to consider companies within the same market cap tier and sector. The current market capitalization of AUD 67.7 million places Celsius Resources in a competitive landscape where several peers are also exploring similar strategic avenues. For instance, companies such as Orion Minerals Ltd (ASX:ORN), with a market cap of approximately AUD 50 million, and Red River Resources Ltd (ASX:RVR), with a market cap of around AUD 80 million, are similarly positioned in the mining sector. These peers are also navigating capital raises and operational challenges, making them relevant comparators for assessing Celsius Resources' valuation and strategic positioning.

The proposed resolutions, particularly the issuance of Placement Options and Director Placement Securities, could be viewed as a necessary step for Celsius Resources to secure funding and align management interests with those of shareholders. However, the potential dilution and governance implications must be weighed carefully. The upcoming General Meeting on April 30, 2026, will be a critical juncture for the company, as shareholders will have the opportunity to express their views on these resolutions and influence the company's strategic direction.

In conclusion, the addendum to the Notice of General Meeting represents a routine yet significant development for Celsius Resources Limited. While the proposed resolutions aim to enhance the company's capital structure and align management incentives, they also raise important questions about dilution and governance. The sentiment surrounding this announcement is mixed; while it reflects proactive engagement with shareholders, the potential for dilution and the implications of executive compensation must be carefully considered. Investors should approach the upcoming General Meeting with a focus on the broader context of these resolutions and their potential impact on the company's future.

Key insights

• ●Proposed issuance of 231.6M options raises dilution concerns.
• ●Director securities align executive incentives but may worry investors.
• ●Resolution 7 introduces new considerations for shareholder voting.

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