PHOSCO LTD — AGM Information 2014

Oct 20, 2014

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Notice of Annual General Meeting and Explanatory Statement

The Annual General Meeting of

CELAMIN HOLDINGS NL

ACN 139 255 771

Will be held at 1.00pm (AEDST) on Friday, 21 November 2014

At

Grant Thornton, The Rialto

Level 30, 525 Collins Street, Melbourne, Vic 3000

~~This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor without delay~~

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CELAMIN HOLDINGS NL

ACN 139 255 771

Registered office: Level 4, 100 Albert Road, South Melbourne, Victoria 3205

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of shareholders of Celamin Holdings NL (the “Company”) will be held at the offices of Grant Thornton, The Rialto, Level 30, 525 Collins Street, Melbourne, Victoria, 3000 at 1.00pm (AEDST) on Friday, 21 November 2014.

AGENDA

The Explanatory Statement and proxy form which accompany and form part of this Notice, describe in more detail the matters to be considered. Please consider this Notice, the Explanatory Statement and the proxy form in their entirety.

ORDINARY BUSINESS

Receipt and consideration of Accounts & Reports

To receive and consider the financial report of the Company and the related reports of the Directors (including the Remuneration Report) and auditors for the year ended 30 June 2014.

Note: Except for as set out in Resolution 1, there is no requirement for shareholders to approve these reports. Accordingly no resolution will be put to shareholders on this item of business.

Resolution 1: Adoption of Remuneration Report

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That for the purpose of section 250R(2) of the Corporations Act 2001 and for all other purposes, the Remuneration Report (included in the Directors' report) for the financial year ended 30 June 2014 be adopted.”

Resolution 2: Board Spill Meeting Resolution

Note: This resolution will not be proposed if the resolution in Resolution 1 is passed with less than 25% of the votes cast on the resolution being cast against the resolution.

To consider, and if thought fit, pass the following resolution:

“ That, subject to and conditional upon at least 25% of the votes cast on Resolution 1 being cast against the adoption of the remuneration report:

• (a) another general meeting of the Company (the ‘Spill Meeting’) be held within 90 days of the passing of this resolution;

• (b) all of the directors in office when the Board resolution to put the directors’ report for the financial year ended 30 June 2014 to shareholders for consideration at this Annual General Meeting was passed cease to hold office immediately before the end of the Spill Meeting; and

• (c) resolutions to appoint persons to offices that will be vacated immediately before the end of the Spill Meeting be put to the vote of shareholders at the Spill Meeting. ”

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Voting Exclusion – Resolutions 1 and 2

A vote in respect of Resolutions 1 or 2 must not be cast (in any capacity) by or on behalf of any of the following persons:

• (a) a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or

• (b) a Closely Related Party of such member.

However, a person described above may cast a vote on Resolutions 1 or 2 as proxy if the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above and either:

• (c) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on Resolutions 1 or 2; or

• (d) the person is the Chairman and the appointment of the Chairman as proxy:

• i. does not specify the way the proxy is to vote on Resolutions 1 or 2; and

• ii. expressly authorises the Chairman to exercise the proxy even if Resolutions 1 or 2 are connected directly or indirectly with the remuneration of the Key Management Personnel.

The Chairman will vote undirected proxies in favour of Resolution 1 and against Resolution 2.

Resolution 3: Election of Mr Timothy Markwell as a Director of the Company

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That Mr Timothy Markwell, having been appointed to the Board of Directors during the year, retires as a director in accordance with the Constitution of the Company and being eligible for election, be elected as a Director of the Company.”

Notes: The Chairman of the meeting intends to abstain from voting undirected proxies on Mr Timothy Markwell’s election.

Resolution 4: Election of Mr Nicholas Clift as a Director of the Company

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That Mr Nicholas Clift, having been appointed to the Board of Directors during the year, retires as a director in accordance with the Constitution of the Company and being eligible for election, be elected as a Director of the Company.”

Notes: The Chairman of the meeting intends to abstain from voting undirected proxies on Mr Nicholas Clift’s election.

Resolution 5: Re-election of Mr David Regan as a Director of the Company

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That Mr David Regan who retires by rotation as a Director in accordance with the Constitution of the Company and being eligible for re-election, be re-elected as a Director of the Company.”

Notes: The Chairman of the meeting intends to abstain from voting undirected proxies on Mr David Regan election.

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SPECIAL BUSINESS

Resolution 6: Approval of 10% Placement Facility

To consider and, if thought fit, to pass the following resolution as a special resolution:

" That, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, approval is given to the issue of such number of Equity Securities as permitted under the formula prescribed in ASX Listing Rule 7.1A.2 (being up to 10% of the issued capital of the Company (at the time of the issue)) in accordance with and on the terms and conditions set out in the Explanatory Memorandum which accompanies and forms part of the Notice of Meeting. "

Voting Exclusion

A vote in respect of Resolution 6 must not be cast (in any capacity) by or on behalf of any of the following persons:

(a) a person who may participate in the 10% Placement Facility and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if this Resolution is passed; or (b) an associate of that person, unless: (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; and (b) it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

The Chairman will vote undirected proxies in favour of Resolution 6.

By order of the Board

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Melanie Leydin Company Secretary Melbourne 17 October 2014

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EXPLANATORY STATEMENT

Receipt and consideration of Accounts & Reports

A copy of the Annual Report for the financial year ending 30 June 2014 (which incorporates the Company's financial report, reports of the Directors (including the Remuneration Report) and the auditors report) is not enclosed as there is no longer a requirement for the Company to incur the printing and distribution cost associated with doing so for all shareholders. You may obtain a copy free of charge in hard copy form by contacting the Company by phone at (03) 9692 7222, and you may request that this occurs on a standing basis for future years. Alternatively you may access the annual report at the Company's website: www.celaminnl.com.au or via the Company's announcement platform on ASX. Except for as set out in Resolution 1, no resolution is required on these reports.

Resolution 1: Adoption of Remuneration Report

The Corporations Act, pursuant to sections 249L(2) and 250(2), requires that at a listed Company’s Annual General Meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, section 250R(3) of the Corporations Act 2001 expressly provides that the vote on such a resolution is advisory only and does not bind the Directors or the Company. However, the Board will take the outcome of the vote into consideration when reviewing its remuneration practices and policies.

The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company (described as " Key Management Personnel ") as required by section 300 of the Corporations Act. The Remuneration Report is part of the Directors’ report contained at pages 6-10 in the annual financial report of the Company for the financial year ending 30 June 2014. It sets out a range of matters relating to the remuneration of the Directors and senior managers of the Company.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting, as required by section 250SA of the Corporations Act.

Pursuant to the Corporations Amendment (Improving Accountability for Director and Executive Remuneration) Bill 2011 which amended the Corporations Act from 1 July 2011, if 25% or more of votes that are cast are voted against the adoption of the remuneration report at two consecutive annual general meetings (effectively, "two strikes"), shareholders will be required to vote at the second of those annual general meetings on a resolution (referred to as a "spill resolution") to determine whether another meeting should be held within 90 days at which all of the Company's Directors (other than the Managing Director) must go up for re-election.

At last years AGM, more than 25% of the votes cast on the resolution to adopt the 2013 Remuneration Report were voted against the resolution. Accordingly the Company has received a first strike under the executive remuneration laws.

If less than 25% of the votes on Resolution 1 are cast against the adoption of the 2014 Remuneration Report at the 2014 AGM, then there will be no second strike and it is intended that Resolution 2 will not be put to the meeting.

If the votes cast against the adoption of the 2014 Remuneration Report are again at least 25% of the votes cast the Company will receive a second strike and Resolution 2 will be put to the meeting.

The Company encourages all Shareholders to cast their votes in relation to Resolution 1 and if Shareholders intend to appoint a proxy, Shareholders should direct their proxy how to vote on Resolution 1 by marking either "For", "Against" or "Abstain" on the proxy form. The Chairman of the meeting will vote undirected proxies in favour of Resolution 1.

Resolution 2: Spill Resolution

This resolution will only be put to a vote if at least 25% of the votes cast on the resolution to adopt the Remuneration Report (Resolution 1) are cast against the adoption of the report. Such an against vote will constitute a second strike for the Company.

If the Company receives a second strike and this Resolution 2 is passed, it will be necessary for the Board to convene a further general meeting (“Spill Meeting”) of the Company within 90 days of the AGM in order to consider the composition of the Board.

If a Spill Meeting is held, then David Regan, Martin Broome and Russell Luxford will automatically vacate office at the conclusion of the Spill Meeting unless they are willing to stand for re-election and are re-elected at that Spill Meeting.

If David Regan is re-elected at this year’s AGM, he will still need to be re-elected at the Spill Meeting to remain in office after

the Spill Meeting.

The Directors unanimously recommend that shareholders vote against Resolution 2 on the basis that it would be disruptive to the Company and the removal of the applicable directors would be inappropriate in the circumstances.

The Chairman of the Meeting intends to vote all available proxies against Resolution 2.

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Resolution 3: Election of Mr Tim Markwell

Mr Tim Markwell was appointed as a director on 5 August 2014.

Tim is a qualified geologist with 20 years experience in the resource sector, including senior technical roles with BHP Billiton, Golder Associates and Minara Resources. He has specific expertise in resource assessment and was involved in feasibility studies for a number of Australian resources projects.

Tim joined African Lion in February 2007. Prior to this he held roles as a resources/investment analyst with a broking firm and then a listed investment fund. He graduated with an honours degree in geology from the University of Western Australia in 1993, and has a Graduate Diploma in Applied Finance and Investment from FINSIA.

The Chairman of the Meeting intends to vote all available proxies as an abstention for Resolution 3.

Resolution 4: Election of Mr Nicholas Clift

Mr Nicholas Clift was appointed as a director on 13 October 2014.

Mr Clift initially joined the Company as Chief Operating Office in May 2014, and was subsequently appointed Chief Executive Officer in June 2014, and has now been appointed as Managing Director. Mr Clift is a highly experienced and successful senior mining industry executive with particular expertise in the sub-Saharan and North African region. This experience has proved invaluable in the Company’s aims to advance its core asset, the Chaketma Phosphate Project in Tunisia. His previous roles include; Managing Director of Algerian focused base metals company Terramin Australia Ltd (ASX: TZN), along with roles at Anglo American, Zinifex Ltd and Mount Isa Mines Ltd, among others.

The Chairman of the Meeting intends to vote all available proxies as an abstention for Resolution 4.

Resolution 5: Re-election Mr David Regan

The Constitution of the Company requires that at every annual general meeting, one-third of the Directors (or the number nearest to but not exceeding a third), shall retire from office and provides that such Directors are eligible for re-election at the meeting. He retires by rotation and, being eligible, offers himself for re-election.

Mr. Regan is a lawyer by training and has been working in the resources industry in Papua New Guinea, Australia, North America and the North Africa Middle East region for over thirty years in various senior corporate roles. During this period he worked for Rio Tinto, BHP Billiton, Atlantic Richfield (Anaconda Minerals, Arco Coal and Arco International) in a variety of roles including legal, corporate planning, economic evaluation, marketing, joint venture management and business development. Mr. Regan has worked in the North Africa Middle East region for over ten years where he led teams that put together over $3 billion of resource investments. Mr. Regan was an independent director of ASX listed Citadel Resource Group (CGG) and a founding director of Celamin Limited.

The Chairman of the Meeting intends to vote all available proxies as an abstention for Resolution 5.

Resolution 6: Approval of 10% Placement Facility

Listing Rule 7.1A enables eligible entities to issue equity securities up to 10% of its issued share capital through placements over a 12 month period after the annual general meeting (10% Placement Facility). The 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

The Company is now seeking shareholder approval by way of a special resolution to have the ability to issue equity securities under the 10% Placement Facility.

The exact number of equity securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (see below).

As disclosed in the Company’s previous Annual Reports and Quarterly Activity Reports, the Company continues actively seeking to increase work on its current exploration and development assets and reviewing new potential projects and investments. Should the Company utilise the 10% Placement Facility, it intends to use the funds to acquire new exploration assets or investments, to conduct further work on its current projects or to meet additional working capital requirements.

The Directors of the Company believe that Resolution 6 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution.

Description of Listing Rule 7.1A

(a) Shareholder approval

The ability of the Company to issue equity securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting.

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(b) Equity Securities

Any equity securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of equity securities of the Company.

As at the date of the Notice of Meeting, the Company has on issue three classes of equity securities, Shares (ordinary shares), partly paid shares and unlisted options. As the Shares are the only existing quoted class of equity securities of the Company, only Shares can be issued under the 10% Placement Facility.

(c) Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, in a period of up to 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D)–E

• A is the number of fully paid Shares on issue 12 months before the date of issue or agreement:

• plus the number of fully paid Shares issued in the 12 months under an exception in Listing Rule 7.2;

• plus the number of partly paid Shares that became fully paid in the 12 months;

• plus the number of fully paid Shares issued in the 12 months with approval of holders of Shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity's 15% placement capacity without shareholder approval;

• less the number of fully paid shares cancelled in the 12 months.

• [Note: A is has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.]

• D is 10%

• E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

• (d) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue equity securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1.

At the date of this Notice, the Company has on issue 235,671,986 Shares and therefore has a capacity to issue:

• (i) 35,350,798 Equity Securities under Listing Rule 7.1; and

• (ii) subject to Shareholder approval being sought under Resolution 5, 23,567,199 Equity Securities under Listing Rule 7.1A.

The actual number of equity securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the equity securities in accordance with the formula prescribed in Listing Rule 7.1A.2.

(e) Minimum Issue Price

The issue price of equity securities issued under Listing Rule 7.1A must be not less than 75% of the volume weighted average price of equity securities in the same class calculated over the 15 Trading Days immediately before:

• (i) the date on which the price at which the equity securities are to be issued is agreed; or (ii) if the equity securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the equity securities are issued.

• (f) 10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

• (i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or (ii) the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

or such longer period if allowed by ASX (10% Placement Period).

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Listing Rule 7.1A

The effect of Resolution 6 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1.

Resolution 6 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

• (a) The equity securities will be issued at an issue price of not less than 75% of the VWAP for the Company's equity securities over the 15 Trading Days immediately before:

• (i) the date on which the price at which the equity securities are to be issued is agreed; or

• (ii) if the equity securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the equity securities are issued.

• (b) If Resolution 6 is approved by Shareholders and the Company issues equity securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the below table. There is a risk that:

• (i) the market price for the Company's Shares may be significantly lower on the date of the issue of the equity securities than on the date of the Meeting; and

• (ii) the equity securities may be issued at a price that is at a discount to the market price for the Company's Shares on the issue date or the equity securities are issued as part of consideration for the acquisition of a new asset,

which may have an effect on the amount of funds raised by the issue of the equity securities.

The below table shows the dilution of existing Shareholders on the basis of the current market price of ordinary shares and the current number of ordinary shares for variable "A" calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice.

The table also shows:

• two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary shares the Company has on issue. The number of ordinary shares on issue may increase as a result of issues of ordinary shares that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

• two examples of where the issue price of ordinary shares has decreased by 50% and increased by 100% as against the current market price.

Variable 'A' in Listing Rule 7.1A.2		Dilution	Dilution	Dilution
		$0.011 50% decrease in Issue Price	$0.021 Issue Price	$0.042 100% increase in Issue Price
Current Variable A 235,671.986 Shares	10% Voting Dilution	23,567,199 Shares	23,567,199 Shares	23,567,199 Shares
	Funds raised	$247,456	$494,911	$989,822
50% increase in current Variable A 353,507,979 Shares	10% Voting Dilution	35,350,798 Shares	35,350,798 Shares	35,350,798 Shares
	Funds raised	$371,183	$742,367	$1,484,734
100% increase in current Variable A 471,343,972 Shares	10% Voting Dilution	47,134,397 Shares	47,134,397 Shares	47,134,397 Shares
	Funds raised	$494,911	$989,822	$1,979,645

The table has been prepared on the following assumptions:

• The Company issues the maximum number of equity securities available under the 10% Placement Facility.

• No Options are exercised into Shares before the date of the issue of the equity securities.

• The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

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• The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Meeting.

• The table shows only the effect of issues of equity securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

• The issue of equity securities under the 10% Placement Facility consists only of Shares. If the issue of equity securities includes Listed Options, it is assumed that those Listed Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

• The issue price is $0.021 being the closing price of the Shares on ASX on 15 October 2014.

• (c) The Company will only issue and allot the equity securities during the 10% Placement Period. The approval under Resolution 6 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).

• (d)

The Company may seek to issue the equity securities for the following purposes:

• (i) non-cash consideration for the acquisition of the new assets / investments or the pursuit of new business opportunities.. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or

• (ii) cash consideration for similar opportunities (in such circumstances, the Company would use the funds raised to pay the cash consideration for the acquisition and/or expenses associated with such acquisition), continued development of technologies, research and development, feasibility studies and/or general working capital.

The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.

• (e) The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of equity securities will be determined on a caseby-case basis having regard to the factors including but not limited to the following:

• (i) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;

• (ii) the effect of the issue of the equity securities on the control of the Company;

• (iii) the financial situation and solvency of the Company; and

• (iv) advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new investors who are not related parties or associates of a related party of the Company.

Further, if the Company is successful in acquiring new resources assets or investments, it is likely that the allottees under the 10% Placement Facility will be the vendors of the new resources assets or investments.

Information under Listing Rule 7.3A.6(a):

The table below shows the total number of equity securities issued in the past 12 months preceding the date of the AGM and the percentages those issues represent of the total number of equity securities on issue at the commencement of the 12 month period.

Equity securities issued in the prior 12 month period	(1) 47,000,000 (2) 2,000,000
Percentage previous issues represent of total number of equity securities on issue at commencement of 12 month period	26.0%

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Information under Listing Rule 7.3A.6(b):

The tables below set out specific details for each issue of equity securities that have taken place in the 12 month period preceding the date of the Annual General Meeting.

Date of issue	(1) 17 March 2014 (2) 14 July 2014
Number issued	(1) 47,000,000 (2) 2,000,000
Class and type of equity security	(1) Fully Paid Ordinary Shares (2) Unlisted Options
Parties who received securities or basis on which those parties were determined	(1) African Lion 3 Limited Polo Resources Limited Craig Chapman Gwynvill Group (2) Nicholas Clift
Price	(1) $0.04 (4 cents) (2) Nil
Discount to market price (if any)	(1) Nil (2) N/A
For cash issues
Total cash consideration received	(1) $1,880,000 (2) Nil
Amount of cash consideration spent	(1) $1,880,000 (2) Nil
Use of cash consideration	(1) Fund the Company’s Chaketma Phosphate Project and working capital commitments (2) N/A
Intended use for remaining amount of cash (if any)	Not applicable
For non-cash issues
Non-cash consideration paid	Not applicable
Current value of that non-cash consideration	Not applicable

Voting Exclusion

A vote in respect of Resolution 6 must not be cast (in any capacity) by or on behalf of any of the following persons:

(3) a person who may participate in the 10% Placement Facility and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if this Resolution is passed; or

(4) an associate of that person,

unless:

(c) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; and

(d) it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

The Chairman of the meeting will vote undirected proxies in favour of Resolution 6.

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PROXY AND VOTING INSTRUCTIONS

1. For the purposes of the Corporations Act, the Company has determined that all securities of the Company recorded on the Company's register as at 7:00 pm (AEDST) on the date 48 hours before the date of the Annual General Meeting will be taken, for the purposes of the Meeting, to be held by the persons who held them at that time.

2. The details of the Resolutions contained in the Explanatory Statement accompanying this Notice of Meeting should be read together with, and forms part of this Notice of Meeting.

3. A shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a shareholder of the Company.

4. If a proxy is not directed how to vote on an item of business, the proxy may vote or abstain from voting on that resolution as they think fit.

5. If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the shareholder’s behalf on the poll and the shares that are the subject of the proxy appointment will not be counted in calculating the required majority.

6. Shareholders who return their proxy forms with a direction on how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chairman of the meeting as their proxy to vote on their behalf.

7. If a proxy form is returned but the nominated proxy does not attend the meeting, or does not vote on the resolution, the Chairman of the meeting will act in place of the nominated proxy and vote in accordance with any instructions.

8. Proxy appointments in favour of the Chairman of the meeting, the secretary or any Director that do not contain a direction on how to vote will be used where possible to support each of the resolutions proposed in this Notice.

9. Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person excluded from voting as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form, or where it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

10. A proxy form is attached. If required it should be completed, signed and returned to the Company’s registered office or Advanced Share Registry Ltd in accordance with the instructions set out in the proxy form by no later than 1.00pm (AEDST) on 19[th] November 2014.

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GLOSSARY

The following terms have the following meanings in this Explanatory Statement:

“ ASIC ” means the Australian Securities and Investments Commission;

“ ASX ” means ASX Limited or the Australian Securities Exchange, as the context requires;

• “ AEDST ” means Australian Eastern Daylight Savings Time.

“ Board ” means the Directors acting as the board of Directors of the Company or a committee appointed by such board of Directors;

• “ Closely Related Party ” of a member of the Key Management Personnel means:

• (i) a spouse or child of the member;

• (ii) a child of the member's spouse;

• (iii) a dependent of the member or the member's spouse;

• (iv) anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealing with the entity;

• (v) a company the member controls; or

• (vi) a person prescribed by the Corporations Regulations 2001 (Cth).

“ Company ” means Celamin Holdings NL ABN 82 139 255 771;

“ Corporations Act ” means the Corporations Act 2001 (Cth);

“ Director ” means a Director of the Company;

“ Key Management Personnel ” has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

“ Listing Rules ” means the Listing Rules of the ASX;

“ Notice ” means the Notice of Meeting accompanying this Explanatory Statement;

“ Remuneration Report ” means the remuneration report which forms part of the Directors’ Report of Celamin for the financial year ended 30 June 2014 and which is set out in the 2014 Annual Report.

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ABN 82 139 255 771

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Lodge your vote:

By Mail: Advanced Share Registry Limited PO Box 1156 Nedlands WA 6909

Alternatively you can fax your form to Facsimile: +61 8 9262 3723

For Online Vote: www.advancedshare.com.au

For all enquiries call:

Telephone: +61 8 9389 8033 Email: admin@advancedshare.com.au

Proxy Form

Instructions

1. Every shareholder has the right to appoint some other person or company of their choice, who need not be a shareholder, to attend and act on their behalf at the meeting. If you wish to appoint a person or company other than the Chairman, please insert the name of your proxyholder(s) in the space provided (see reverse).

2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

3. This proxy should be signed in the exact manner as the name that appears on the proxy.

4. If a shareholder appoints two proxies, each proxy may be appointed to represent a specific proportion of the shareholder s voting rights. If such appointment is not made then each proxy may exercise half of the shareholder s voting rights. Fractions shall be disregarded.

5. Completion of a proxy form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Meeting in person, then the proxy s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.

6. To be effective, proxies must be delivered by shareholders as follows:

7. Shareholders must deliver their proxies prior to 1:00pm (AEDST) on 19 November 2014 by mail to PO Box 1156, Nedlands, 6909, Western Australia or by facsimile at +61 8 9262 3723 or deliver to the Share Registry of the Company at 110 Stirling Hwy, Nedlands, Western Australia, 6009. Online voting will close at 1:00pm (AEDST) on 19 November 2014.

8. For the purposes of Regulation 7.11.37 of the Corporations Regulations the Company determines that shareholders holding shares at 7.00pm (AEDST) on 19 November 2014 will be entitled to attend and vote at the Meeting.

9. The Chairman intends to vote as follows on the resolutions set out in the Notice of Meeting; FOR on Resolutions 1 & 6, ABSTAIN on Resolutions 3, 4 & 5 and AGAINST Resolution 2.

10. This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the Meeting.

11. This proxy should be read in conjunction with the accompanying documentation provided by management of the Company.

12. The shares represented by this proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any poll that may be called for, and if the shareholder has specified a choice in respect of any matter to be acted upon, the shares will be voted accordingly.

Turn over to complete the form

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with x ) should advise your broker of any changes.

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Form of Proxy Please mark to indicate your directions

STEP 1 Appoint a Proxy to Vote on Your Behalf

PLEASE NOTE: This proxy is solicited on behalf of the management of Celamin Holdings NL ACN 139 255 771 (the "Company") for use at the meeting of the shareholders of the Company to be held at the Grant Thornton, The Rialto, Level 30, 525 Collins Street, Melbourne VIC 3000 on 21 November 2014 at 1:00pm (AEDST) or any adjournment thereof (the "Meeting").

I/We being a member/s of Celamin Holdings NL hereby appoint

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the Chairman of the meeting

OR

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PLEASE NOTE: If you leave the section blank, the Chairman of the Meeting will be your proxy.

or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions at the Meeting and at any adjournment of that meeting.

If you have not appointed the Chairman of the Meeting as your proxy and you are appointing a second proxy please complete the following: Proxy 1 is appointed to represent _% of my voting right and Proxy 2 is appointed to represent _% of my total votes. My total voting right is ____ shares.

PLEASE NOTE: If the appointment does not specify the proportion or number of votes that the proxy may exercise, each proxy may exercise half the votes.

STEP 2 Items of Business

PLEASE NOTE: If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and your votes will not be counted in computing the required majority on that item.

If you wish to indicate how your proxy is to vote, please tick the appropriate places below. FOR AGAINST ABSTAIN

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Resolution 1 To adopt the Remuneration Report for the year ended 30 June 2014
Resolution 2 Board Spill Meeting
Resolution 3 To elect Mr Timothy Markwell as a Director
Resolution 4 To re-elect Mr Nicholas Clift as a Director
Resolution 5 To re-elect Mr David Regan as a Director
Resolution 6 To approve the 10% Placement Facility
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If no choice is specified, the shareholder is conferring discretionary authority on the proxy to vote at his or her discretion.

However, the Chairman intends to vote FOR on Resolutions 1 & 6, ABSTAIN on Resolutions 3, 4 & 5 and AGAINST Resolution 2.

SIGN Signing by member

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Member 1 Member 2 (if joint holding) Member 3 (if joint holding)

/ /

Director

Date

Sole Director and Sole Secretary

Director/Company Secretary

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