Half-year Report

Celsius Resources Limited

12 March 2025

 

12 March 2025

Celsius Resources Limited

("Celsius" or the "Company")

UNAUDITED HALF-YEAR FINANCIAL REPORT

31 DECEMBER 2024

The Directors of Celsius announce the Company's half-year financial report for the half year ended 31 December 2024.

Please see below the Company's half-year financial report and a copy is also available on the Company's website, at https://celsiusresources.com

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 Contact Information

Level 5, 191 St. Georges Terrace

Perth WA 6000

PO Box 7059

Cloisters Square PO

Perth WA 6850

P: [phone]

E: [e-mail]

W: www.celsiusresources.com

Celsius Resources Limited
Mark van Kerkwijk	P: [phone] E: [e-mail] W: www.celsiusresources.com
Multiplier Media Jon Cuthbert	M: [phone] E: jon.cuthbert@multiplier

Beaumont Cornish Limited (Nominated Adviser) Roland Cornish/Felicity Geidt/Andrew Price	P: [phone] E: [e-mail]
Zeus Capital Limited (Broker) Harry Ansell/James Joyce/James Bavister	P: [phone]

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated Adviser and is authorised and regulated by the FCA. Beaumont Cornish'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. Beaumont Cornish is not acting for and will not be responsible to any other persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this announcement or any matter referred to in it.

Celsius Resources Limited Contents 31 December 2024

Celsius Resources Limited

ABN 95 009 162 949

Half-Year Financial Report - 31 December 2024

Corporate directory                                                                                                                                               2

Directors' report                                                                                                                                                     3

Auditor's independence declaration                                                                                                                       6

Statement of profit or loss and other comprehensive income                                                                                7

Statement of financial position                                                                                                                                9

Statement of changes in equity                                                                                                                              10

Statement of cash flows                                                                                                                                         11

Notes to the financial statements                                                                                                                           12

Directors' declaration                                                                                                                                              21

Independent auditor's review report to the members of Celsius Resources Limited                                              22

General information

These unaudited financial statements cover Celsius Resources Limited as a consolidated entity consisting of Celsius Resources Limited and the entities it controlled at the end of, or during, the half-year. The financial statements are presented in Australian dollars, which is Celsius Resources Limited's functional and presentation currency.

Celsius Resources Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:

Level 5, 191 St. Georges Terrace
Perth WA 6000

A description of the nature of the consolidated entity's operations and its principal activities are included in the directors' report, which is not part of the financial statements.

The financial statements were authorised for issue, in accordance with a resolution of directors, on 12 March 2025.

Directors		Mr Julito Sarmiento - Executive Chairman
		Mr. Mark Van Kerkwijk - Executive Director
		Mr Peter Hume - Non-Executive Director
		Mr Paul Dudley - Non-Executive Director
		Ms Attilenore Manero - Non-Executive Sustainability Director

Company secretary

Mrs Kellie Davis

Registered office &		Level 5, 191 St Georges Terrace
Principal place of business		Perth WA 6000
		Ph: [phone]
		Email: [e-mail]

Share register - Australia		Automic Registry Services
		Level 5, 191 St Georges Terrace
		Perth WA 6000
		Telephone: [phone]

Share register - United Kingdom		Computershare UK
		The Pavilions, Bridgewater Road
		Bristol BS13 8AE
		United Kingdom
		Telephone: [phone]

Solicitors		Hamilton Locke
		Level 48
		152-158 St Georges Terrace
		Perth WA 6000
		Ph: [phone]

Auditor		RSM Australia Partners
		Level 32 Exchange Tower, 2 The Esplanade
		Perth WA 6000
		Ph: [phone]
		Fax: [phone]

Nominated Adviser - UK		Beaumont Cornish Limited
		Building 3, 566 Chiswick High Road
		London W4 5YA
		United Kingdom
		Ph: [phone]

Stock exchange listing

Celsius Resources Ltd shares are dual listed on the Australian Securities Exchange (ASX code: CLA) and AIM, a market operated by the London Stock Exchange PLC  (AIM: CLA)

Website

http://www.celsiusresources.com.au/

Celsius Resources Limited Directors' report 31 December 2024

The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'consolidated entity') consisting of Celsius Resources Limited (referred to hereafter as the 'company' or 'parent entity') and the entities it controlled at the end of, or during, the half-year ended 31 December 2024.

Directors

The following persons were directors of Celsius Resources Limited during the whole of the financial half-year and up to the date of this report, unless otherwise stated:

Mr Julito Sarmiento		Executive Chairman
Mr Mark Van Kerkwijk		Executive Director
Mr Peter Hume		Non-Executive Director
Mr Paul Dudley		Non-Executive Director
Ms Attilenore Manero		Non-Executive Sustainability Director

Principal activities

During the half-year, the principal activities of the consolidated entity consisted of mineral exploration in Australia, Namibia and the Philippines.

Significant changes in the state of affairs

There were no significant changes in the state of affairs of the consolidated entity during the financial half-year.

Review of operations

The loss for the consolidated entity after providing for income tax and non-controlling interest amounted to $7,359,463 (31 December 2023: $1,663,153).

Maalinao-Caigutan-Biyog Copper Gold Project, Philippines

Makilala Mining Company, Inc. ("MMCI"), an affiliate of Celsius in the Philippines , has progressed the development of its flagship Maalinao-Caigutan-Biyog Copper-Gold Project ("MCB Project") in the Cordillera Administrative Region.
 
During the period, the Company was granted a one-time six-month extension, until March 13, 2025, to finalise investment agreements with its potential investor, Maharlika Investment Corporation ("MIC"). This extension will enable the Company to provide additional proof of financial capability to the Philippine Department of Environment and Natural Resources - Mines and Geosciences Bureau ("DENR-MGB"). Satisfying this requirement will fullfill the remaining condition for the issuance of the Mineral Production Sharing Agreement ("MPSA") with the Philippine Government.
 
In September 2024, the Philippine National Commission on Indigenous Peoples issued the Certification Precondition which certified that MMCI had obtained the consent of the community and had complied with the Free, Prior and Informed Consent Process ("Certification"). The delay in the issuance of the Certification has contributed to the delay in finalising the funding for the MCB Project, which prompted the Company's request for the issuance of the one-time extension to comply with the requirements for proof of financial capability.
 
Maharlika Investment Corporation is a Philippine Government Owned and Controlled Corporation mandated to manage and generate optimal returns on investments to catalyse the Country's economic growth and social development ("MIC"). MIC has been working closely with MMCI to complete the technical, financial and legal due diligence and documentation to secure the necessary approvals for a proposed investment agreement regarding funding of the MCB Project. Details of the proposed investment agreement will be disclosed to shareholders once the contracts are finalised and become binding.
 
MMCI has also progressed the tendering of contracts with international and local engineering companies to conduct front-end-engineering, along with the hydrogeological and geotechnical drilling, to support engineering and long-term construction activities as well as the advancement of operational underground mine development. Evaluation of proposals and issuance of contracts are currently being finalised. 
 
In parallel with the tendering process, MMCI's technical team initiated further detailed geological mapping at a scale of 1:1000, along with a compass-and-tape traverse, to gather essential structural and lithological data. Further dam site investigations and data gathering was conducted to assess current ground situations which will feed into the front-end engineering and design ("FEED"). Desktop analysis and field verification were also initiated to gather data for the tree cutting permitting requirements. The technical team is proposing the use of light detection and ranging ("LiDAR"), a remote sensing technology, as a cost-efficient method in lieu of a physical tree inventory. Daily water level monitoring has also commenced during the quarter to gather data for the construction water permit application.
 
To address the manpower requirements for the upcoming construction and operational phases, the Company signed a Memorandum of Agreement with the Regional Technical Education and Skills Development Authority ("TESDA"). This partnership aims to develop and enhance the skills of the workforce from host and neighbouring communities, fostering employment and business opportunities. By leveraging shared resources, this collaborative approach seeks to empower and strengthen the competence of the Filipino workforce, contributing to sustainable economic growth.

Botilao Copper-Gold Prospect, Philippines

MMCI currently holds a two-year exploration permit for its Botilao Copper-Gold Prospect, adjacent to the MCB Project in the Cordillera Administrative Region.
 
MMCI has continued to engage with stakeholders to reaffirm its commitment to open communication to address community issues and concerns as well as secure community support. This is in preparation for the onsite activities of its Exploration, Environment, and Community Development Programs.

Sagay Copper-Gold Project, Philippines

Tambuli Mining Company, Inc. ("TMCI"), a wholly owned subsidiary of Celsius in the Philippines, secured the approval of its Social Development and Management Program ("SDMP") and the acceptance of the Final Exploration Report ("FER") from the Mines and Geosciences Bureau for the Sagay Copper-Gold Project ("Sagay Project") in the Negros Islands. The acceptance of the Exploration Report confirmed its compliance with the Philippine Mineral Reporting Code 2020 guidelines, including the declaration of its mineral resource estimates. This is one of the key requirements for the approval of the Declaration of Mining Project Feasibility ("DMPF").

Opuwo Cobalt Project, Namibia

The Company has been in early-stage discussions regarding a potential transaction with a strategic partner/s concerning the disposal of the Company's 95% interest in the Opuwo Cobalt Project in Namibia. During the half year ended 31 December 2024, the Company agreed the terms of a non-binding agreement with Stewardship Investments (Pty) Ltd concerning the disposal. Although discussions are continuing, there can be no certainty that any binding agreement will be reached or the timing of any such agreement.  

Cullarin West Project, Australia (Celsius - 100%)

The Company is continuing to assess the viability of the opportunity and gauge interest from other possible partners. No development activities were conducted during the half year ended 31 December 2024.

Matters subsequent to the end of the financial half-year

On 24 February 2025 the Company's Philippine affiliate, Makilala Mining Company, Inc. ("MMCI") signed a binding term sheet with Maharlika Investment Corporation ("MIC") which outlined the key terms of a bridge loan facility of up to USD 76.4 million ("Facility), to fund the Company's flagship Maalinao-Caigutan-Biyog Copper-Gold Project ("MCB" or the "Project").

The Facility is intended to fully finance the updating of MMCI's feasibility study ("FS") and FEED, and partially funding early development activities, including main access road construction in coordination with the Kalinga Provincial Government and skills-based training for the Balatoc community. The binding term sheet is also intended to enable MMCI to comply with the financial capability requirements under its Mineral Production Sharing Agreement with the Philippine Government.

The proceeds of the Facility mark a critical milestone in the Project's funding, enabling immediate commencement of work with the initial funding amount of USD10 Million. Consequently, these works will no longer require direct funding from CLA. Discussions on the additional equity funding required are ongoing, given total estimated capital expenditure of the Project.

On 10 March 2025, the Company announced it had secured firm bids of $3.15 million through a strongly supported Placement from new and existing shareholders, and institutional investors (Placement). New shares were been conditionally subscribed for at a price of $0.08 per share and were issued with a free-attaching option for every 2 shares subscribed for at an exercise price of $0.01 and expiring 3 years from the date of issue. The fundraising is to take place in 2 tranches: the first will raise ~$1.698 million and will settle by 18 March 2025, with the second tranche of funding of ~$1.451 million subject to shareholder approval at a General Meeting to be held in April 2025.

Auditor's independence declaration

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors' report.

This report is made in accordance with a resolution of directors, pursuant to section 306(3)(a) of the Corporations Act 2001.

On behalf of the directors

___________________________

Julito Sarmiento

Executive Chairman

12 March 2025

Celsius Resources Limited Statement of profit or loss and other comprehensive income For the half-year ended 31 December 2024                                                                          Revenue				Consolidated 31 Dec 2024           $		31 Dec 2023               $ (Restated)
Other income				77		145
Expenses
Directors' and employee benefits expense				(157,518)		(139,660)
Travel and accommodation				(17,568)		(65,330)
Depreciation and amortisation expense				(10,825)		(32,137)
Legal and other professional fees				(417,046)		(406,119)
Exploration expenditure				(281,874)		(582,353)
Other expenses				(393,345)		(393,567)
Foreign exchange loss				12,910		(18,181)
Loss before income tax expense from continuing operations				(1,265,189)		(1,637,202)
Income tax expense				-		-
Loss after income tax expense from continuing operations				(1,265,189)		(1,637,202)
Loss after income tax expense from discontinued operations		4		(6,094,274)		(28,861)
Loss after income tax expense for the half-year				(7,359,463)		(1,666,063)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Foreign currency translation				803,491		(486,458)
Other comprehensive income for the half-year, net of tax				803,491		(486,458)
Total comprehensive income for the half-year				(6,555,972)		(2,152,521)
Loss for the half-year is attributable to:
Non-controlling interest				-		(2,910)
Members of parent entity				(7,359,463)		(1,663,153)
				(7,359,463)		(1,666,063)
Total comprehensive income for the half-year is attributable to:
Non-controlling interest - continuing operations				-		-
Non-controlling interest - discontinuing operations				21,023		(5,241)
Non-controlling interest				21,023		(5,241)
Member of parent entity - continuing operations				(6,576,995)		(2,147,280)
Member of parent entity - discontinuing operations				-		-
Member of parent entity				(6,576,995)		(2,147,280)
				(6,555,972)		(2,152,521)

Celsius Resources Limited Statement of profit or loss and other comprehensive income For the half-year ended 31 December 2024				Cents		Cents
Earnings per share for loss from continuing operations attributable to the owners of Celsius Resources Limited
Basic earnings per share		17		(0.05)		(0.07)
Diluted earnings per share		17		(0.05)		(0.07)
Earnings per share for loss from discontinued operations attributable to the owners of Celsius Resources Limited
Basic earnings per share		17		(0.24)		-
Diluted earnings per share		17		(0.24)		-
Earnings per share for loss attributable to the owners of Celsius Resources Limited
Basic earnings per share		17		(0.29)		(0.07)
Diluted earnings per share		17		(0.29)		(0.07)

Celsius Resources Limited Statement of financial position As at 31 December 2024   Consolidated Assets				31 Dec 2024		30 June 2024
				$		$
Current assets
Cash and cash equivalents		5		984,480		1,599,725
Trade and other receivables				133,064		43,687
Other current assets				281,683		65,313
				1,399,227		1,708,725
Non-current assets classified as held for sale		6		3,210		3,364
Assets held for sale		7		3,040,321		7,520,983
Total current assets				4,442,758		9,233,072
Non-current assets
Deferred exploration expenditure		8		20,248,547		19,577,942
Deferred mining development		9		458,011		421,765
Property, plant and equipment				286,296		256,442
Total non-current assets				20,992,854		20,256,149
Total assets				25,435,612		29,489,221
Liabilities
Current liabilities
Trade and other payables				510,737		297,358
Other liabilities				1,190,519		724,782
				1,701,256		1,022,140
Liabilities directly associated with assets classified as held for sale		10		43,531		45,251
Total current liabilities				1,744,787		1,067,391
Total liabilities				1,744,787		1,067,391
Net assets				23,690,825		28,421,830
Equity
Issued capital		11		82,869,130		81,188,958
Reserves		12		(1,292,136)		(2,219,399)
Accumulated losses				(57,905,444)		(50,545,981)
Equity attributable to the owners of Celsius Resources Limited				23,671,550		28,423,578
Non-controlling interest		13		19,275		(1,748)
Total equity				23,690,825		28,421,830

Celsius Resources Limited Statement of changes in equity For the half-year ended 31 December 2024		Issued		Accumulated		Share based payments		Foreign currency translation		Non-controlling		Total equity
		capital		losses		reserve		reserve		interest
Consolidated		$		$		$		$		$		$
Balance at 1 July 2023		78,839,712		(44,565,897)		2,877,035		(1,972,416)		(15,602)		35,162,832
Loss after income tax expense for the half-year		-		(1,663,153)		-		-		(2,910)		(1,666,063)
Other comprehensive income for the half-year, net of tax		-		-		-		(484,127)		(2,331)		(486,458)
Total comprehensive income for the half-year		-		(1,663,153)		-		(484,127)		(5,241)		(2,152,521)
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs		2,270,000		-		(1,850,000)		-		-		420,000
Balance at 31 December 2023		81,109,712		(46,229,050)		1,027,035		(2,456,543)		(20,843)		33,430,311

		Issued		Accumulated		Share based payments		Foreign currency translation		Non-controlling		Total equity
		capital		losses		reserve		reserve		interest
Consolidated		$		$		$		$		$		$
Balance at 1 July 2024		81,188,958		(50,545,981)		502,759		(2,722,158)		(1,748)		28,421,830
Loss after income tax expense for the half-year		-		(7,359,463)		-		-		-		(7,359,463)
Other comprehensive income for the half-year, net of tax		-		-		-		782,468		21,023		803,491
Total comprehensive income for the half-year		-		(7,359,463)		-		782,468		21,023		(6,555,972)
Transactions with owners in their capacity as owners:
Contributions of equity (note 11)		2,007,295		-		-		-		-		2,007,295
Transaction costs (note 11)		(327,123)				144,795						(182,328)
Balance at 31 December 2024		82,869,130		(57,905,444)		647,554		(1,939,690)		19,275		23,690,825

Celsius Resources Limited Statement of cash flows For the half-year ended 31 December 2024 Cash flows from operating activities				31 Dec 2024             $		31 Dec 2023               $
Payments to suppliers and employees (inclusive of GST)				(1,091,926)		(1,700,293)
Interest received				-		145
Net cash used in operating activities				(1,091,926)		(1,700,148)
Cash flows from investing activities
Payments for property, plant and equipment				(38,840)		(5,698)
Payments for exploration and evaluation				(1,134,168)		(1,443,769)
Net cash used in investing activities				(1,173,008)		(1,449,467)
Cash flows from financing activities
Proceeds from issue of shares				1,840,968		420,000
Share issue transaction costs				(216,000)		-
Net cash from financing activities				1,624,968		420,000
Net decrease in cash and cash equivalents				(639,966)		(2,729,615)
Cash and cash equivalents at the beginning of the financial half-year				1,599,725		5,029,176
Effects of exchange rate changes on cash and cash equivalents				24,721		(252,830)
Cash and cash equivalents at the end of the financial half-year		5		984,480		2,046,731

Celsius Resources Limited Notes to the financial statements 31 December 2024

Note 1. Material Accounting Policies

The half-year financial report is a general purpose financial report prepared in accordance with the Corporations Act 2001 and AASB 134 'Interim Financial Reporting'. Compliance with AASB 134 ensures compliance with International Accounting Standard 34 'Interim Financial Reporting'.

The half-year financial report does not include full disclosures of the type normally included in an annual financial report. It is recommended that this half-year financial report be read in conjunction with the annual financial report for the year ended 30 June 2024 and any public announcements made by Celsius Resources Limited during the half-year in accordance with continuous disclosure requirements arising under the Corporations Act 2001.

The accounting policies and methods of computation adopted in the preparation of the half-year financial report are consistent with those adopted in the annual financial report for the year ended 30 June 2024.

Going Concern

The consolidated entity incurred a loss after tax of $7,359,463 and had net cash outflows from operating and investing activities of $1,091,926 and $1,173,008 respectively, for the half-year ended 31 December 2024. The consolidated entity held cash and cash equivalents at  31 December 2024 of $984,480.

These factors indicate a material uncertainty which may cast significant doubt as to whether the consolidated entity will continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report.

The directors believe that there are reasonable grounds to believe that the consolidated entity will be able to continue as a going concern, after consideration of the following factors:

-     Subsequent to period end, the Company received commitments of $3.15 million through a strongly supported placement from new and existing shareholders;

-     Subsequent to period end, the Company announced a bridge loan facility of up to USD 76.4 million, to fund the Company's flagship Maalinao-Caigutan-Biyog Copper-Gold Project;

-     The ability of the consolidated entity to issue additional equity securities to raise further working capital; and

-     The ability to curtail corporate and administration expenses and overhead cash outflows as and when required.

Accordingly, the directors consider it appropriate to prepare the consolidated half-year financial statements on a going concern basis.

Should the consolidated entity not achieve the matters set out above there exists a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern and therefore, the consolidated entity may be unable to realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report. The financial report does not include any adjustment relating to the recoverability or classification of recorded asset amounts or to the amounts or classification of liabilities that might be necessary should the consolidated entity not able to continue as a going concern.

Note 2. Critical accounting judgements, estimates and assumptions

The directors evaluate estimates and judgements incorporated into the financial statements based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the consolidated entity.

There have been no judgements, apart from those involving estimation, in applying accounting policies that have a significant effect on the amounts recognised in these financial statements.

Following is a summary of the key assumptions concerning the future and other key sources of estimation at reporting date that have not been disclosed elsewhere in these financial statements:

Exploration and evaluation expenditure

Exploration and evaluation costs have been capitalised on the basis that activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. Key judgements are applied in considering costs to be capitalised which includes determining expenditures directly related to these activities and allocating overheads between those that are expensed and capitalised.

Share based payment transactions

The consolidated entity measures the cost of equity-settled transactions by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using an appropriate valuation model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity.

New and Revised Accounting Standards and Interpretations

The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

Note 3. Segment information

The consolidated entity operates within two geographical segments within the mineral exploration and extraction industry, being Australia, Namibia and Philippines. The segment information provided to the chief operating decision maker is as follows:

		Corporate activities		Exploration & corporate activities		Exploration & corporate activities
Six months ended 31 December 2024		Australia		Namibia		Philippines		Consolidated
		$		$		$		$
Interest revenue		-		-		77		77
Intersegment revenue		-		108,718		-		108,718
Intersegment elimination		(108,718)		-		-		(108,718)
Total income		(108,718)		108,718		77		77

		Corporate activities		Exploration & corporate activities		Exploration & corporate activities
Six months ended 31 December 2024		Australia		Namibia		Philippines		Consolidated
		$		$		$		$
Segment results before income tax		(827,351)		(6,094,274)		(437,838)		(7,359,463)
Loss before income tax		(827,351)		(6,094,274)		(437,838)		(7,359,463)

		Corporate activities		Exploration & corporate activities		Exploration & corporate activities
Six months ended 31 December 2024		Australia		Namibia		Philippines		Consolidated
		$		$		$		$
Segment assets		1,053,597		3,048,872		21,333,143		25,435,612
Segment liabilities		(399,433)		(43,531)		(1,301,823)		(1,744,787)
Total assets		654,164		3,005,341		20,031,320		23,690,825

		Corporate activities		Exploration & corporate activities		Exploration & corporate activities
Six months ended 31 December 2023		Australia		Namibia		Philippines		Consolidated
		$		$		$		$
Segment income		-		-		145		145
Total income		-		-		145		145

		Corporate activities		Exploration & corporate activities		Exploration & corporate activities
Six months ended 31 December 2023		Australia		Namibia		Philippines		Consolidated
		$		$		$		$
Segment results before income tax		(650,500)		(28,062)		(987,501)		(1,666,063)
Loss before income tax		(650,500)		(28,062)		(987,501)		(1,666,063)

		Corporate activities		Exploration & corporate activities		Exploration & corporate activities
Six months ended 31 December 2023		Australia		Namibia		Philippines		Consolidated
		$		$		$		$
Segment assets		1,916,078		14,953,743		17,150,029		34,019,850
Segment liabilities		(188,933)		(43,111)		(357,495)		(589,539)
Total assets		1,727,145		14,910,632		16,792,534		33,430,311

Note 4. Discontinued operations

Financial performance information

		Consolidated
		31 Dec 2024		31 Dec 2023
		$		$
Discontinued other income - debt forgiveness		108,718		-
Legal and other professional fees		(23,578)		(21,521)
Other expenses		(4,322)		(5,576)
Depreciation		-		(188)
Travel and accommodation		-		(1,576)
Impairment of exploration expenditure		(6,175,092)		-
Total expenses		(6,202,992)		(28,861)
Loss before income tax expense		(6,094,274)		(28,861)
Income tax expense		-		-
Loss after income tax expense from discontinued operations		(6,094,274)		(28,861)

		Consolidated
		31 Dec 2024		31 Dec 2023
		$		$
Net cash used in operating activities		(58,385)		(77,399)
Net cash used in investing activities		(83,613)		(175,210)
Net cash used in financing activities		147,276		222,596
		5,278		(30,013)

Note 5. Cash and cash equivalents

		Consolidated
		31 Dec 2024		30 Jun 2024
		$		$
Cash on hand		984,480		1,599,725
Total cash at bank and on hand		984,480		1,599,725

Note 6. Non-current assets classified as held for sale

		Consolidated
		31 Dec 2024		30 Jun 2024
		$		$
Plant and equipment		3,210		3,364

Note 7. Assets held for sale

		Consolidated
		31 Dec 2024		30 Jun 2024
		$		$
Exploration and evaluation		3,017,035		7,500,000
Other current assets		23,286		13,413
Prepayment		-		7,570
		3,040,321		7,520,983

During the previous reporting period, the consolidated entity  has reclassified assets in the Opuwo Cobalt Pty Ltd subsidiary and its subsidiaries to Assets Held for Sale. For carrying value, all current assets associated with the Opuwo Cobalt Group has been reclassified as at 30 June 2024.

During the current interim period, the Board of Directors, have revalued the valuation of the Opuwo Cobalt Group to $3,017,035.

Note 8. Deferred exploration expenditure

		Consolidated
		31 Dec 2024		30 Jun 2024
		$		$
Expenditure brought forward at the beginning of the period		19,577,941		30,258,704
Expenditure incurred		1,540,302		3,398,479
Expenditure impaired (i)		(1,691,116)		(6,101,179)
Foreign exchange movements		821,420		(478,062)
Reclassification to asset held for sale (ii)		-		(7,500,000)
Expenditure at the end of the period		20,248,547		19,577,942

(i)		In accordance with AASB 6 Exploration for and Evaluation of Mineral Resources an indication of impairment may exist if the right to explore in the specific area has expired during the year and is not expected to be renewed. No impairments of tenements were captured for the regions in, Philippines and Australia for the period ending 31 December 2024. The final impairment of tenement for the regions in Namibia have been recognised for $1,691,116.
(ii)		In the previous period, $7,500,000 was reclassified to exploration to Asset Held for Sale. There has been a revaluation during the interim period of the Opuwo Cobalt Group to $3,017,035. See note 7.

Impairment expenses		31 Dec 2024		30 Jun 2024
		$		$
Impairment of deferred exploration expenditure		1,691,116		6,101,179

During the previous reporting period, the Board of Directors (as chief operating decision makers) has decided to reclassify the Opuwo Cobalt Group to Assets Held for Sale.

Note 9. Deferred mining development

		Consolidated
		31 Dec 2024		30 Jun 2024
		$		$
Mine development brought forward at the beginning of the period		421,765		-
Mine development incurred		-		421,765
Foreign exchange movements		36,246		-
Mine development at the end of the period		458,011		421,765

Note 10. Liabilities directly associated with assets classified as held for sale

		Consolidated
		31 Dec 2024		30 Jun 2024
		$		$
Trade payables		43,531		45,251

Note 11. Issued capital

Ordinary shares

		Consolidated
		31 Dec 2024		30 Jun 2024		31 Dec 2024		30 Jun 2024
		Shares		Shares		$		$
Ordinary shares - fully paid		2,669,238,452		2,427,912,743		82,869,130		81,188,958

Movements in ordinary share capital

Details		Date		Shares		Issue price		$
Balance		1 July 2024		2,427,912,743				81,188,958
Placement for share capital		30 September 2024		60,000,000		$0.0125		750,000
Placement for share capital		30 September 2024		60,000,000		$0.0033		200,000
Share capital issued as consideration		30 September 2024		7,500,000		$0.0100		75,000
Placement for share capital		30 September 2024		14,693,419		$0.0125		183,667
Share capital issued as consideration		30 September 2024		918,339		$0.0100		9,183
Placement for share capital		16 December 2024		87,500,000		$0.0080		703,255
Placement for share capital		20 December 2024		10,713,951		$0.0080		86,190
Capital raising costs				-		$0.0000		(327,123)
Balance		31 December 2024		2,669,238,452				82,869,130

●		On 30 September 2024 60,000,000 ordinary shares were issued @ $0.0125 per share. As part of the 127,500,000 ordinary shares issued.
●		On 30 September 2024 60,000,000 ordinary shares were issued @ $0.0033 per share. As part of the 127,500,000 ordinary shares issued.
●		On 30 September 2024 7,500,000 ordinary shares were issued @ $0.0100 per share. As part of the 127,500,000 ordinary shares issued.
●		On 30 September 2024 14,693,419 ordinary shares were issued @ $0.0125 per share. As part of the 15,611,758 ordinary shares issued.
●		On 30 September 2024 918,339 ordinary shares were issued @ $0.0100 per share. As part of the 15,611,758 ordinary shares issued.
●		On 16 December 2024 87,500,000 ordinary shares were issued @ £0.004 per share.
●		On 20 December 2024 10,713,951 ordinary shares were issued @ £0.004 per share.

During the period, there were no exercised options or warrants.

Ordinary shares

Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the company does not have a limited amount of authorised capital.

On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.

Share buy-back

There is no current on-market share buy-back.

Note 12. Reserves

		Consolidated
		31 Dec 2024		30 Jun 2024
		$		$
Foreign currency reserve		(1,939,690)		(2,722,158)
Share-based payment reserve		647,554		502,759
Total reserves		(1,292,136)		(2,219,399)

Movements in reserves

Movements in each class of reserve during the current financial half-year are set out below:

Share based payment reserve		31 Dec 2024		30 June 2024
		$		$
Balance at the beginning of the period		502,759		2,877,035
Issue of options		144,795		-
Issue of warrants		-		82,070
Conversion of unlisted options exercised		-		(1,850,000)
Lapsed options		-		(606,346)
Balance at the end of the period		647,554		502,759

During the six month period, the consolidated entity issued the following options and warrants:

●		On 30 September 2024 30,000,000 exercisable options were issued @ $0.025  per share with an expiring date 30 September 2027.
●		On 30 September 2024 3,673,355 exercisable options were issued @ $0.025  per share with an expiring date 30 September 2027.
●		On 16 December 2024 free-attaching 43,750,000 exercisable warrants were issued @ £0.005  per share with an expiring date 31 December 2026.
●		On 20 December 2024 free-attaching 5,356,976 exercisable warrants were issued @ £0.004  per share with an expiring date 31 December 2026.

		Consolidated
		31 Dec 2024		30 Jun 2024
Foreign currency translation reserve		$		$
Balance at the beginning of the period		(2,722,158)		(1,972,416)
Translation of foreign entities		782,468		(749,742)
Balance at the end of the period		(1,939,690)		(2,722,158)

The reserve is used to recognise exchange differences arising from the translation of financial statements of foreign operations to Australian dollars.

Note 13. Non-controlling interest

		Consolidated
		31 Dec 2024		30 Jun 2024
		$		$
Retained profits/(accumulated losses)		19,275		(1,748)
Total Non-controlling interest		19,275		(1,748)

Note 14. Dividends

No  dividends  have been paid or provided for during the half-year (31 December 2023: nil).

Note 15. Contingent liabilities

The consolidated entity had no contingent liabilities as at 31 December 2024 and 30 June 2024.

Note 16. Commitments for expenditure

There were no significant changes in commitments held by the Group since the last annual reporting date.

Note 17. Earnings per share

		Consolidated
		31 Dec 2024		31 Dec 2023
		$		$
Earnings per share for loss from continuing operations
Loss after income tax attributable to the owners of Celsius Resources Limited		(1,265,189)		(1,637,202)

		Number		Number
Weighted average number of ordinary shares used in calculating basic earnings per share		2,507,675,777		2,240,953,220

		Cents		Cents
Basic earnings per share		(0.05)		(0.07)
Diluted earnings per share		(0.05)		(0.07)

		Consolidated
		31 Dec 2024		31 Dec 2023
		$		$
Earnings per share for loss from discontinued operations
Loss after income tax attributable to the owners of Celsius Resources Limited		(6,094,274)		(28,861)

		Number		Number
Weighted average number of ordinary shares used in calculating basic earnings per share		2,507,675,777		2,240,953,220

		Cents		Cents
Basic earnings per share		(0.24)		-
Diluted earnings per share		(0.24)		-

		Consolidated
		31 Dec 2024		31 Dec 2023
		$		$
Earnings per share for loss
Loss after income tax		(7,359,463)		(1,666,063)
Non-controlling interest		-		2,910
Loss after income tax attributable to the owners of Celsius Resources Limited		(7,359,463)		(1,663,153)

		Number		Number
Weighted average number of ordinary shares used in calculating basic earnings per share		2,507,675,777		2,240,953,220

		Cents		Cents
Basic earnings per share		(0.29)		(0.07)
Diluted earnings per share		(0.29)		(0.07)

Note 18. Events after the reporting period

On 24 February 2025 the Company's Philippine affiliate, Makilala Mining Company, Inc. ("MMCI") signed a binding term sheet with Maharlika Investment Corporation ("MIC") which outlined the key terms of a bridge loan facility of up to USD 76.4 million ("Facility), to fund the Company's flagship Maalinao-Caigutan-Biyog Copper-Gold Project ("MCB" or the "Project").

The Facility is intended to fully finance the updating of MMCI's feasibility study ("FS") and FEED, and partially funding early development activities, including main access road construction in coordination with the Kalinga Provincial Government and skills-based training for the Balatoc community. The binding term sheet is also intended to enable MMCI to comply with the financial capability requirements under its Mineral Production Sharing Agreement with the Philippine Government.

The proceeds of the Facility mark a critical milestone in the Project's funding, enabling immediate commencement of work with the initial funding amount of USD10 Million. Consequently, these works will no longer require direct funding from CLA. Discussions on the additional equity funding required are ongoing, given total estimated capital expenditure of the Project. 

On 10 March 2025, the Company announced it had secured firm bids of $3.15 million through a strongly supported Placement from new and existing shareholders, and institutional investors (Placement). New shares were been conditionally subscribed for at a price of $0.08 per share and were issued with a free-attaching option for every 2 shares subscribed for at an exercise price of $0.01 and expiring 3 years from the date of issue. The fundraising is to take place in 2 tranches: the first will raise ~$1.698 million and will settle by 18 March 2025, with the second tranche of funding of ~$1.451 million subject to shareholder approval at a General Meeting to be held in April 2025.

In the directors' opinion:

●

the attached financial statements and notes comply with the Corporations Act 2001, Australian Accounting Standard AASB 134 'Interim Financial Reporting', the Corporations Regulations 2001 and other mandatory professional reporting requirements;

●

the attached financial statements and notes give a true and fair view of the consolidated entity's financial position as at 31 December 2024 and of its performance for the financial half-year ended on that date; and

●

there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

Signed in accordance with a resolution of directors made pursuant to section 303(5)(a) of the Corporations Act 2001.

On behalf of the directors

___________________________

Julito Sarmiento

Executive Chairman

12 March 2025

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END