ASX/AIM RELEASE
8
MAY 2024
Appointment of Executive
Director for Investor Relations and Board Composition
Update
Celsius Resources Limited
("CLA", "Celsius" or the
"Company") (ASX, AIM:CLA)
is very pleased to announce that Mr. Mark van
Kerkwijk will be joining the Board as Executive Director for
Investor Relations, Public Relations and
Marketing.
Mark will act as an effective conduit between CLA and investors
addressing shareholder/investor and broker issues through effective
and sustained communication strategies, giving management input,
fostering positive and supportive connections with shareholders,
investors, and brokers and boost interest and demand for the
Company's shares. He will likewise assist the Company in its
capital raising and project financing to be
able to fund and develop particularly the flagship Maalinao-Caigutan-Biyog Mining Project ("MCB", "Project", "MCB Project") that was recently granted
its mining permit.
Mark brings a strategic and
entrepreneurial approach to executing CLA's flagship projects. His
extensive experience as a substantial private investor in the
resources sector, particularly as among the Top 20 shareholders in
CLA, has equipped him with a deep knowledge and understanding of
market dynamics, shareholders' interests and investment strategies
that drive company growth, innovation and success.
Mark is also a seasoned technologist
and security risk management professional with a diverse background
spanning defense, agriculture, construction, compliance and
financial services. Having implemented projects across various
countries, he combines a global perspective of differing
regulations and cultural diversity with expertise in technology and
security to enhance operational efficiencies and mitigate risks. At
CLA, he is dedicated to advancing sustainable mining practices and
good governance in order to contribute to the company's ongoing
success in the industry for the lasting benefit of all its
shareholders and stakeholders.
With Mark's appointment as Executive
Director, Peter Hume will now be free to completely focus more on
the immense work and huge challenges involved in the Company's
Philippine subsidiaries to comply with the terms and conditions of
the MCB Project's newly-issued mining permit. To this end, Peter
has decided to step down as Managing Director of the Company
effective 8 May 2024 and the Board has accepted his decision to
enable him to devote his time and energy in bringing the MCB
Project to full development within a very demanding
schedule.
However, Peter will remain
significantly involved in CLA as Non-Executive Director effective
likewise on 8 May 2024. Thus, Peter will continue to lend the Board
his extensive mining expertise with over 40 years involvement in
the mining industry in different parts of the world, with the last
15 years being in the Philippines. The dynamic presence of
both Mark and Peter on the Board are positive steps towards CLA's
transition from being an exploration to a development
Company.
Both Peter and Mark will be
replacing Mr. Michael Hulmes and Mr. Simon Farrell on the Board as
they leave their Non-Executive Directors posts as part of the
Company's cost-cutting measures, effective 8 May 2024, after having
served the Board and Company very well.
Executive Chairman, Atty. Julito R.
Sarmiento stated that "Crucial to
the Company's sustained success is the ability to navigate through
and adapt to changes. We embrace this change as an
opportunity to better position the Company to thrive in a dynamic
landscape amidst growing business demands. Rest assured that the
CLA Board remains steadfast in its commitment to shareholders and
stakeholders and in upholding the Company's vision, mission, values
and sustainability principles. The appointment to the Board of
Mark, a shareholder significantly invested in CLA, strongly
demonstrates such commitment of the Company and we thank Mark for
accepting and rising up to the challenge.
On
behalf of the Company, we extend our profound gratitude and sincere
appreciation to Mr. Peter Hume for his excellent and tireless work
as Managing Director and to both Mr. Michael Hulmes and Mr. Simon
Farrell, for their invaluable contributions to the Company as
Non-Executive Directors".
Mr van Kerwijk's appointment is
subject to completion of the ASX and AIM regulatory checks and
procedures to be advised by the Company's Nominated Adviser and a
further announcement in accordance with the AIM Rules will be made
in due course.
Mr. van Kerkwijk's summary of the
material terms of his employment agreement are included as an
annexure to this ASX announcement.
An Appendix 3X for Mr. van Kerkwijk
and an Appendix 3Z for Mr. Hulmes and Mr. Farrell, will be lodged
separately.
This announcement has been authorised by the Board of
Directors of Celsius Resources Limited.
Celsius Resources Contact
Information
Level 5, 191 St. Georges
Terrace
Perth WA 6000
PO Box 7059
Cloisters Square PO
Perth WA 6850
P: +61 2 8072 1400
E: info@celsiusresources.com.au
W: www.celsiusresources.com
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.
Summary of Material
Terms
In accordance with ASX LR 3.16.4,
the Board advises that Mr. van Kerkwijk's material terms of his
employment agreement with the Company are as follows:
Term
The appointment is on an ongoing
basis, subject to the termination provisions as set out
below.
The Agreement commences on 8 May
2024 on an ongoing basis subject to the termination provisions as
set out below, and is subject to obtaining favourable clearances
after completion by the Company of appropriate background checks as
recommended under ASX and AIM Principles.
Remuneration
Mr. van Kerkwijk's remuneration has
been set by the Board in accordance with the Company's remuneration
policy. Mr. van Kerkwijk will receive fixed remuneration of
A$48,000 per annum plus superannuation which will be reviewed
annually.
The Company may also enter into a
separate Consultancy Agreement with Mr. van Kerkwijk, in the event
the Company requires his services beyond the extent of his
employment agreement, under such terms and conditions to be
negotiated and agreed between the Parties, when such situation
arises.
The Company may at any time during
the term pay to Mr. van Kerkwijk a short-term incentive over and
above the fixed remuneration, capped at 50% of the fixed
remuneration in any given year.
Termination
The Company may terminate Mr. van
Kerkwijk's employment on one month's notice or immediately for
certain prescribed events. Mr. Van Kerkwijk may terminate his
employment on one month's notice.
Leave
Mark Van Kerkwijk will accrue 4
weeks of paid annual leave for each year of service with the
Company.