Celsius Resources reports annual results for year ended 30 June 2026
The company said its annual report and audit report are available on its website. It also outlined project work on the Maalinao-Caigutan-Biyog copper-gold project, management changes and a ~A$9.3 million equity raising.
For best results when printing this announcement, please click on link below: RNS Number: 9455W Celsius Resources Limited 30 September 2026 30 September 2026 Annual Results Celsius Resources Limited (“Celsius” or the ”Company”) (ASX, AIM: CLA) announces its annual results for the year ended 30 June 2026. The full annual report inclusive of the audit report is available on the Company's website: This announcement has been authorised by the Board of Directors of Celsius Resources Limited.
au) Zeus Capital Limited Nominated Adviser - P: +44 (0) 20 3 829 5000 James Joyce / James Bavister Broking - Harry Ansell REVIEW OF OPERATIONS Celsius continued its primary focus on the Maalinao-Caigutan-Biyog Copper-Gold Project (“MCB Project”) in the Philippines.
3 million equity raising; * Updated Mineral Resources Estimate and a maiden Ore Reserve Estimate for the MCB Project; * Completion of a Definitive Feasibility Study on the MCB Project; * Continued momentum across key MCB Project workstreams; * Ongoing commitment to the MCB Project community and local stakeholders; * Restructuring of Makilala Mining Company, Inc (“MMCI”); * Dispute with Kiri Industries; * Pending sale of the Opuwo Cobalt-Copper Project to Chinalco; * Increased focus on the Sagay Copper Project; and * Renewal of the exploration permit for the Botilao Copper-Gold Project.
Key management and board appointments There were a series of changes to the Celsius Board and management team over the period. Following the completion of the 2025 Annual General Meeting Attorney Julito “Sarge” Sarmiento (“Attorney Sarmiento”) retired as Executive Chairman and Dr Attilenore “Nene” Manero resigned as a Director. The Board would like to extend its gratitude to Dr Manero for her significant contribution to Celsius. On 2 April 2026, Mr Bardin Davis was appointed as Managing Director.
Mr Davis 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.
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. Mr Neil Grimes, a former Executive Director, resigned from the Board on 11 May 2026. On 18 May 2026, Mr Ian Hobson was appointed as Celsius’ Company Secretary and Chief Financial Officer.
Mr Hobson is a Chartered Accountant and Chartered Company Secretary with 40 years of experience. He was a director at PricewaterhouseCoopers for many years with experience working in Australia, UK and Canada. On 14 July 2026, Mr George Bujtor was appointed as Non-Executive Chair. Mr Bujtor is a highly distinguished mining executive with over 50 years of technical, commercial and leadership experience across the global resources sector.
His appointment brings strong technical expertise, senior leadership and governance experience and a proven track record in successfully funding, developing and operating Philippine mining projects. He spent over 25 years with Rio Tinto, holding senior technical, development, and commercial roles in Australia. Mr Bujtor has been predominantly based in the Philippines since 2005, and has held a series of senior roles within the Philippine mining sector, including as Managing Director of both Toledo Mining Corporation plc (“Toledo Mining”) and Carmen Copper Corporation (“Carmen Copper”).
During his time with Toledo Mining, Mr Bujtor oversaw the successful funding and development of the Berong Nickel Laterite Project. As Managing Director of Carmen Copper, he led the ramp-up to full production of the rehabilitated Carmen Copper Project, the optimisation of by-product production and a US$300 million financing. 3 million equity raising (before costs). 022 per option).
1 (#_ftn1) The funds raised have been and will continue to be applied towards: * Corporate working capital purposes throughout 2026, including funds available to contribute to fees payable to advisors and consultants to support the process of financing the MCB Project; * Compliance activities for the MCB, Sagay and Botilao Projects; * Pursuing mineralised extensions at the Botilao Project; * Fees associated with the Placement; and * Legal and other costs associated with the arbitration dispute with MMCI.
Updated Mineral Resources and maiden Ore Reserves for the MCB Project Following the completion of geotechnical and hydrogeological drilling programs and the commencement of a Definitive Feasibility Study (“DFS”), the Mineral Resource Estimate (“MRE”) for the MCB Project was updated and a maiden Ore Reserve Estimate was published. The updated 2012 JORC Code compliant MRE was announced in November 2025. 20% copper). 21g/t, with contained copper of 856kt and contained gold of 891koz.
Completion of a Definitive Feasibility Study on the MCB Project In January 2026, a DFS for the MCB Project was released. 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.
Key technical and financial DFS outcomes are set out in the table below. 73/lb Cu Continued momentum across key MCB Project workstreams In addition to the completion of the DFS, other key MCB Project workstreams included: * Further optimisation of underground mine development — including evaluating the potential for earlier access of higher-grade mineralised areas; * Main access road — including completing a survey of the proposed alignment of the road between the MCB Project and Mt.
Sapukoy; * Process Plant — initiation of a tendering process for an Engineering, Procurement and Construction (“EPC”) contract; and * Power supply — engagement with power companies around a range of power options.
Ongoing commitment to the MCB Project community and local stakeholders A broad range of social and economic initiatives were implemented to support the local Balatoc Community including: * Regular stakeholder engagement — including meetings with the Barangay Balatoc-Council of Elders; * Community-based skills training — covering carpentry training and certification programs, financial literacy training and educational scholarships; * Medical missions — covering medical and dental missions in partnership with the Municipal Health Office; * Baseline studies — including a Balatoc Cultural Heritage Baseline Study to document and preserve cultural knowledge and practices for future generations; and * Infrastructure support — including repairs and construction works to bridges, potable water systems and slope stabilisation.
MMCI dispute and proposed restructuring In the Philippines, the holder of a Mineral Production Sharing Agreement (“MPSA”) must be 60% owned by a Philippine entity, while a separate mineral processing company may be up to 100% foreign-owned. To ensure compliance with these requirements, 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.
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. Upon completion of the payment of the ~US$43 million, Sodor and PMR were to hold a combined 30% share of economics in the MCB Project with Celsius retaining a 70% share of economics. The expiry date for the payment of ~US$43 million was extended to 16 February 2026.
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 (approximately 30 days after the deadline expired) 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. Celsius believes that the right of Sodor and PMR to make payment has expired and the matter has been referred to arbitration.
Way forward Celsius is in discussions with potential replacement Filipino partners regarding the 60% interest in MMCI that Celsius contends is required to be relinquished by Sodor, subject to the outcome of the arbitration and applicable legal requirements, which would result in Celsius retaining its 40% direct interest in MMCI. Subject to the outcome of arbitration, Celsius may be able to retain an interest in PDEP of up to 100% ahead of any potential sell-down or dilution to a new investor as part of the MCB Project funding process. An indicative future structure for the MCB Project is set out below.
Dispute with Kiri Industries Celsius is in a dispute with Equinaire Holdings Limited (“Equinaire”), a wholly-owned subsidiary of Indian-based Kiri Industries Limited (“Kiri”), with respect to the Omnibus Loan and Security Agreement (“OLSA”), which relates to a financing facility provided by Maharlika Investment Corporation (“MIC”) to MMCI.
Following the purported sale and assignment of the OLSA by MIC to Equinaire, Equinaire issued the following notices in July 2026: * Notice of Event of Default — claiming that the Notice of Relinquishment issued to Sodor, constituted an Event of Default; * Notice of Commencement of Foreclosure Proceedings — seeking to initiate a foreclosure process and the enforcement of security with respect to MHL’s 40% interest in MMCI; and * Notice of Disposition — seeking to initiate a public auction for Celsius’ 40% interest in MMCI.
Equinaire subsequently issued the following additional notices: * Notice of Event of Default — claiming that certain information-security incidents involving MMCI constituted an Event of Default; * Notice of Event of Default — claiming that Celsius’ attempt to seek protections from Philippine courts in relation to Equinaire’s attempted foreclosure itself constituted an Event of Default; * Notice of a Resumption of Foreclosure — seeking to recommence foreclosure and the enforcement of security with respect to Celsius’ 40% interest in MMCI; and * Notice of Disposition - seeking to proceed with a public auction of Celsius’ 40% interest in MMCI on 8 September 2026.
Celsius refutes the occurrence and continuance of an Event of Default under the OLSA and the capacity of Equinaire to initiate a foreclosure process and sell its interest in MMCI. Petition for Interim Measures of Protection A Petition for Interim Measures of Protection (“Petition”) was filed with a Philippine court, seeking to injunct any foreclosure of the OLSA or disposition of Celsius’ interest in MMCI until the conclusion of arbitration between the parties.
The court denied the Petition, finding that "irreparable injury” had not been sufficiently established and determining that any potential loss arising from the foreclosure could be addressed through remedies available in arbitration. However, the court expressly stated that the denial of the Petition is not a determination that an Event of Default occurred or that Equinaire was entitled to foreclose. The Court likewise recognised that these issues remain disputed and should be addressed via arbitration. The court further emphasised that the arbitral tribunal has authority to determine the validity of any foreclosure and, where appropriate, grant interim relief.
Public auction On 8 September 2026, Equinaire proceeded to conduct the public auction for the foreclosure of MHL’s shares in MMCI, which were pledged as collateral under the OLSA. Representatives from MHL were in attendance to put on record that any results of the foreclosure sale remain subject to the final determination of the pending arbitration between MHL and Equinaire. Equinaire submitted a credit bid of US$5,010,000. As there were no other registered bidders in attendance and no other bids received, Equinaire was declared the winning bidder.
Next steps Celsius refutes the occurrence and continuance of an Event of Default under the OLSA and the capacity of Equinaire to initiate a foreclosure process and sell its interest in MMCI. It believes that Equinaire’s claimed Events of Default should be referred to arbitration in accordance with the dispute resolution clauses within the OLSA. Celsius intends to protect its interests through a combination of appeals to higher Philippine courts and by progressing arbitration to seek an injunction around the transfer of MMCI shares, to dispute the occurrence and continuance of any claimed Events of Default and to pursue damages against Equinaire.
Pending sale of the Opuwo Cobalt-Copper Project to Chinalco In June 2026, Celsius executed a binding Share Sale Agreement with Chinalco (Xiong’an) Mining Corporation Limited (“Chinalco (Xiong’an) Mining”), a subsidiary of Aluminum Corporation of China (“Chinalco”), in relation to a sale of its 95% interest in the Opuwo Cobalt-Copper Project (“Opuwo Project”) in Namibia. The Opuwo Project is a large-scale, advanced cobalt-copper exploration and development Project located in the Kunene Region of North-Western Namibia.
The divestment will enable Celsius to increase its focus on its Philippine portfolio of copper-gold projects and provide a material source of near-term funding. Subject to resolving the current arbitration disputes with respect to MMCI, Celsius intends to utilise the net proceeds from the proposed sale to progress the development of the MCB Copper-Gold Project. The transaction entails the sale of an intercompany loan and Celsius’ 95% interest in Opuwo Cobalt Holdings (Proprietary) Limited for total consideration of US$15 million.
Chinalco (Xiong'an) Mining is a specialised non-ferrous subsidiary of Chinalco that is focused on the development of large-scale international base metals projects. The transaction, which remains subject to a series of conditions precedent, is targeted to complete before 29 December 2026. Increased attention on the Sagay Copper Project Following recent developments relating to MMCI, Celsius has renewed its attention on its longer-term plan to develop the Sagay Copper Project, which is located in the north-eastern part of Negros Island, within the Province of Negros Occidental, Philippines.