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Calorie Burning Celsius Announces Strategic Partnership with Former Rexall Sundown Chairman Carl DeSantis

Monday, August 11, 2008 General News J E 4
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DELRAY BEACH, Fla., Aug. 11 Celsius Holdings, Inc.(OTC Bulletin Board: CSUH.OB) announced it has achieved a strategicpartnership agreement with company builder Carl DeSantis, majority owner ofCDS Ventures of South Florida, LLC ("CDS"), for CDS to invest into CelsiusHoldings, Inc.

DeSantis, formerly Chairman of the Board of Directors of Rexall Sundown,Inc., a company he founded and built into the world's leading nutritionalsupplement supplier before he sold it for $1.8 billion, called Celsius "a veryexciting investment for me personally.

"It will give me the opportunity to get back into the consumer marketagain and assist a great company get to the next level." Founded in 1976 byDeSantis, the Boca Raton, Florida-based Rexall Sundown was sold to RoyalNumico in 2000.

In June 2008, CD Financial, LLC, an affiliate of CDS, converted notes for$750,000 and received 11.1 million shares of common stock. On August 8, 2008Celsius Holdings, Inc. entered into a securities purchase agreement ("SPA")with CDS. Pursuant to the SPA, the Company issued 2,000 Series A preferredshares ("Preferred Shares"), as well as a warrant to purchase an additional1,000 Preferred Shares, for a cash payment of $1.5 million and thecancellation of two notes in aggregate amount of $500,000 issued to CDFinancial, LLC. This brings the total investment in Celsius by Carl DeSantisaffiliated companies to $2.75 million. Pursuant to the SPA, the Companyentered into a registration rights agreement under which the company agreed tofile a registration statement for the common stock issuable upon conversion ofPreferred Shares.

According to Celsius CEO Steve Haley, "This has been a very excitingjourney for us. During the due diligence period, Carl and the whole CDS teamhave been very helpful. Because of their strong experience and background inthe consumer packaged goods arena, their guidance is helping us witheverything from enhanced shelf presence to introduction to significantretailers."

The strategic partnership has already given us clear benefits for theintroduction of our new Green Teas beverage that will be launched inSeptember," he added.

As part of the agreement, the company's board of directors has increasedthe number of members to 5 individuals and approved the membership of WilliamMilmoe, President of CDS. CDS has the right to appoint one more individual tothe company's board of directors.

The complete agreements will be filed in a form 8-K shortly.

About Celsius Holdings, Inc.

Celsius Holdings, Inc. (OTC Bulletin Board: CSUH.OB) markets Celsius(R),the original, great tasting calorie burner that is backed by science, throughits wholly-owned operating subsidiary, Celsius, Inc. Celsius Inc. is dedicatedto providing healthier, everyday refreshment through science and innovation.Information about Celsius Holdings, Inc. is available at our website. Moreinformation about Celsius, the original, great tasting calorie burner, isavailable at http://www.celsius.com

Forward-looking Statements

This press release may contain statements, which are not historical factsand are considered forward-looking statements within the meaning of thePrivate Securities Litigation Reform Act of 1995. These forward-lookingstatements contain projections of Celsius Holdings' future results ofoperations, financial position or state other forward-looking information. Insome cases you can identify these statements by forward-looking words such as"anticipate," "believe," "could," "estimate," "expect," "intend," "may,""should," "will," and "would" or similar words. You should not rely onforward-looking statements because Celsius Holdings' actual results may differmaterially from those indicated by these forward-looking statements as aresult of a number of important factors. These factors include, but are notlimited to: general economic and busin
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