Mr. Shondell Sabad reports

CELESTE ANNOUNCES SALE FROM CONTROL POSITION AND CHANGE OF MANAGEMENT

Celeste Copper Corp. has terminated Peak Ridge Metal Equity Special Situation Fund's option to earn an 80-per-cent interest in Celeste's Negrita 1-13 property. The deadline for payment of $2.8-million by PRMESSF to the corporation pursuant to the terms of the exploration agreement and option to purchase between Celeste and PRMESSF dated Oct. 17, 2008, has passed without payment having been received or an extension having been granted by the Celeste.

The PRMESSF option provided that PRMESSF could earn an 80-per-cent interest in the Negrita 1-13 property which is, in turn, optioned by Celeste pursuant to the option agreement between the corporation and Abel Angel Alberta and Meliton Campillay Rojas dated June 21, 2007, as amended by agreement in writing dated May 28, 2008. It was announced on Feb. 12, 2010, that PRMESSF had satisfied two of the three requirements under the PRMESSF option to earn the 80-per-cent interest in the Negrita property. The last condition was payment of $2.8-million by PRMESSF to Celeste within 60 days of the satisfaction of the first two conditions (Jan. 21, 2010). Two extensions of this deadline were agreed to by Celeste, the last of which expired July 21, 2010. PRMESSF has given the corporation notice that it does not intend to make the final $2.8-million payment.

The Celeste option requires a payment by the corporation of $2.8-million (U.S.) to be made by June 21, 2011, in order for the interest to be earned.

Sale from control position and change of management

Concurrently with the notice of its intention not to exercise the PRMESSF option, PRMESSF announced that it intends to sell all of the common shares of the corporation it currently holds (8,243,750 shares representing approximately 22 per cent of the 37,022,852 currently issued and outstanding common shares) to a total of eight investors. Two of the investors are former directors and officers of Celeste (Elmer Stewart and David McQuaig). Following completion of the transactions outlined in this application, including subscriptions under the financings below, Mr. McQuaig will hold approximately 1,839,015 shares (4.7 per cent after the minimum financing and 3.75 per cent after the maximum financing) and Mr. Stewart will hold approximately 1,412,515 (1.6 per cent after the minimum financing and 2.9 cent after the maximum financing). These shareholdings include shares already held by each of Mr. McQuaig and Mr. Stewart. Six other investors are arm's-length to Celeste, PRMESSF and all of the other investors purchasing shares from PRMESSF, and will each hold approximately 1 per cent to 8 per cent of the issued and outstanding shares posttransaction.

Concurrently with the sale of shares outlined above, it is proposed that two of the current directors of the corporation will resign from the board (Guillermo Salazar and Shondell Sabad) and that three new directors will be appointed. Two of the current directors will remain on the board (Erich Boechler and Myles McDougall). The proposed new directors, subject to final acceptance by the TSX Venture Exchange are:

• Mr. McQuaig, a former director, senior officer (chief financial officer), founder and promoter of the corporation. Mr. McQuaig was involved with the corporation from its inception and was a director and officer of Celeste at the time of its initial public offering in 2008, until July, 2009. He again served as a director and CFO of the corporation from Jan. 14, 2010, until March 22, 2010. It is proposed that Mr. McQuaig will serve as CFO and corporate secretary.
• Denis A. Clement, currently a director of CGX Energy Inc., an oil and gas issuer listed on the TSX-V. Mr. Clement has 27 years of experierice in corporate finance, law and management. He is chairman of DNI Metals Inc. and a director of Azabache Oil & Gas Inc., both TSX-V listed companies. Mr. Clement is also a founder and board member of a number of private oil and gas and mining enterprises. It is proposed that Mr. Clement will serve as chief executive officer and president of the corporation.
• Norman Brewster, a professional geologist who currently holds directorships for International Mining Corp. (since 2005), Galantas Gold Corp. (since 2002), Iberian Minerals Corp. (since 1998) and Spider Resources Inc. (since 1999). Mr. Brewster is also president and CEO of Cadillac Ventures Inc. and has been a director of Cadillac since 2007.

Financing

Celeste proposes to raise a small amount of financing in order to preserve existing properties and pay current liabilities. This first concurrent financing is proposed for the amount of $35,000, and such funds will be a loan made by an arm's-length party to the corporation as a convertible loan. The principal amount of the loan will be convertible to units of one common share and one-half of a common share purchase warrant at a price of 6.5 cents per unit (maximum of 538,462 shares) until Nov. 2, 2011. Each whole warrant will be exercisable at a price of 10 cents per share until Nov. 2, 2011.

Following completion of the transactions, the corporation will undertake a private placement which will be, in part, brokered, to raise a minimum of $100,000 and a maximum of $600,000 through the issuance of units made up of one common share and one-half of a common share purchase warrant at a price of five cents per unit. Each whole warrant will be exercisable for a price of 10 cents per share for a period of 12 months from closing. These funds will be used to pay current liabilities and continue exploration work on remaining properties in Chile. It is anticipated that the broker will be paid a cash fee of 8 per cent on the gross proceeds raised by the broker and will be granted broker warrants to acquire that number of common shares equal to 8 per cent of the total number of units sold by the agent, expiring 12 months from the date of issue. One of the proposed new directors intends to participate in the private placement. Mr. McQuaig is planning to subscribe for 400,000 units. In addition, one of the arm's-length investors acquiring a part of the PRMESSF control position will be subscribing for approximately 33.5 million units under the financing. This investor will hold approximately 11.5 per cent (assuming completion of the minimum financing) or 9.2 per cent (assuming completion of the maximum financing) of the issued and outstanding shares on completion of the transactions and the private placement.