REG - Celsius Resources Ld - Exec IR Director appointed and Board Update

Celsius ResourcesAnnouncement

08/05/2024 07:15

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RNS Number : 5725N  Celsius Resources Limited  08 May 2024

 

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 (mailto:info@celsiusresources.com.au)

W: www.celsiusresources.com (http://www.celsiusresources.com)

 

 Celsius Resources Limited
 Peter Hume                                                          P: +61 2 8072 1400

                                                                     E: info@celsiusresources.com.au (mailto:info@celsiusresources.com.au)

                                                                     W: www.celsiusresources.com (http://www.celsiusresources.com)
 Multiplier Media

 (Australia Media Contact)                                           M: +61 402 075 707

 Jon Cuthbert                                                        E: jon.cuthbert@multiplier.com.au (mailto:jon.cuthbert@multiplier.com.au)

 Beaumont Cornish Limited

 (Nominated Adviser)                                                 P: +44 (0) 207 628 3396

 Roland Cornish/Felicity Geidt/Andrew Price                          E: corpfin@b-cornish.co.uk (mailto:corpfin@b-cornish.co.uk)

 WH Ireland

 (Broker)

 Harry Ansell/James Joyce/Isaac Hooper                               P:+44 (0) 20 7220 1666

 

 

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.

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