Celamin Holdings NL ABN 82 139 255 771

Annual Report - 30 June 2013

Celamin Holdings NL Contents 30 June 2013

Contents
	Page
Corporate directory	3
Managing Director's Operational Review	4
Directors' report	14
Auditor's independence declaration	26
Corporate Governance Statement	27
Financial report
Statement of profit or loss and other comprehensive income	34
Statement of financial position	35
Statement of changes in equity	36
Statement of cash flows	37
Notes to the financial statements	38
Directors' declaration	64
Independent auditor's report to the members of Celamin Holdings NL	65
Shareholder information	68
List of Tenements	71

Celamin Holdings NL Corporate directory 30 June 2013

Celamin Holdings NL 30 June 2013 Corporate directory
Directors	The Hon. Andrew Thomson
	(Non-Executive Chairman)
	Mr David Regan
	(Managing Director)
	Mr Russell Luxford
	(Executive Director)
	Mr Martin Broome
	(Non-Executive Director)
	Mr Gary Scanlan
	(Non-Executive Director)
Company secretary	Ms Melanie Leydin
Registered office	Level 4, 100 Albert Road
	South Melbourne VIC 3205
	Australia
Principal place of business	Level 4, 100 Albert Road
	South Melbourne VIC 3205
	Australia
Share register	Advanced Share Registry Ltd
	150 Stirling Highway,
	Nedlands, WA 6009
Auditor	Grant Thornton Audit Pty Ltd
	The Rialto, Level 30, 525 Collins Street
	Melbourne, VIC 3000
Stock exchange listing	Celamin Holdings NL securities are listed on the Australian Securities
	Exchange as follows:
	(ASX code: CNL - fully paid ordinary shares)
	(ASX code: CNLO - listed options)
	(ASX code: CNLCA - partly paid shares)
Website	www.celaminnl.com.au

Celamin Holdings NL Managing Director’s Operational Review 30 June 2013

The year ended 30 June 2013 has seen Celamin Holdings NL (ASX: CNL) make significant progress with the exploration and development of its flagship Chaketma Phosphate Project in Tunisia. Key milestones achieved during the twelve month period include:

Scoping Study successfully completed by Direct Mining Services Pty Ltd in August 2012 (“Scoping Study”). Positive results were received for the technical, economic and social/environmental components of the project.
Release of Maiden JORC-compliant Inferred Mineral Resource for the Kef El Louz North Prospect: one of six target prospects within the Chaketma project area. Independent consultants, Geos Mining estimated 37 million tonnes (Mt) of rock phosphate at a grade of 21.0% P2O5, at a 10% P2O5 cut-off grade. The Resource Estimate indicates sufficient mineralisation is present for the initial 10 years of the proposed mining plan from one of the six prospects. Geos Mining has indicated that limited additional work would be required to further upgrade resource confidence.
On 18 June 2013 Celamin announced a JORC-compliant Inferred Mineral Resource of 93 million tonnes (Mt) @ 20.3% P2O5 (using a cut-off grade of 10% P2O5) at the Gassaa Kebira prospect within the Chaketma Project area in Tunisia. This is the second of six prospects within the Chaketma Phosphate Project. The resource was independently estimated by consultant Geos Mining.
Global JORC Compliant Inferred Resource inventory now stands at 130Mt at a grade of 20.5% P2O5
Potential confirmed for long life project: 35+ years on just two of six prospects.
Metallurgical test work to date produced a concentrate grading 31% P2O5. Metallurgical optimisation test work to date confirms that a marketable concentrate can be produced with very good phosphate recoveries.
Successful execution of diamond drilling and trenching campaigns at Chaketma. Subsequent assay results proved encouraging, exceeding both Scoping Study assumptions and internal expectations. Both phosphate grades and average phosphate seam thicknesses were found to be greater than what was outlined in the Scoping Study, and strip ratios were also found to be lower.
Exploration Permits were renewed for both the Chaketma and Bir El Afou Phosphate Projects in Tunisia for a further three years ending 10 February 2016.
A new and highly experienced French-speaking Project Manager was appointed to the project and is now based in Tunisia.
Appointment of Mr Russell Luxford and Mr Gary Scanlan to the Celamin Board as Executive Director and Non-Executive Director respectively. Both are experienced mining industry professionals.
Discussions for financing, marketing, and engineering work are progressing. Planning for social, environmental and water studies is advanced. Invitations to bid for the completion of the Definitive Feasibility Study (DFS) were issued to selected international engineering companies.
Withdrawal from Algerian JV project (Oued El Kebir), allowing the Company to focus resources and capital on accelerating progress of the Chaketma project.

Chaketma Phosphate Project

Development Progress

The positive technical and economic results received from the Scoping Study in August 2012 provided Celamin, in 50/50 partnership with TMS, with the confidence to progress the Chaketma Phosphate Project into the Definitive Feasibility Study (DFS) stage.

Further drilling and trenching aims to produce sufficient geological data to enable upgrade of the existing Kef El Louz resource to a JORC Measured Mineral Resource by the end of 2013, in accordance with the DFS requirements.

Celamin Holdings NL Managing Director’s Operational Review 30 June 2013

Metallurgical test work was conducted in the first half of 2013 to increase the understanding of the metallurgical performance of the ore across the extent of the Kef El Louz North resource, and to specifically define processing parameters to obtain maximum recovery and acceptable concentrate quality. To date, this test work has indicated that Zone B (the highest grade and largest of the three ore zones) will produce marketable concentrate using conventional processing, and that further test work is required on Zones A and C in order to confirm how these zones will be incorporated. This test work will continue in second half of 2013 and early results continue to be encouraging.

Invitations to Bid for the completion of the DFS have been issued to international engineering consultants.

Project Overview

The Chaketma exploration licence covers 56km[2] and hosts 6 individual phosphate prospects: Kef El Louz, Sidi Ali Ben Oum Ezzine, Gaasaa Kebira, Gaasaa Ezarbat, Kef El Agueb and Douar Ouled Hamouda (Figure 1).

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Figure 1: Chaketma Licensed Area and Prospects

Phosphate Permit Renewals

The Exploration Permits for both the Chaketma and Bir El Afou Phosphate Projects in Tunisia held by Celamin (50%) were successfully renewed for another three year period, ending 10 February 2016.

The Exploration Permit renewals have been published in the Official Gazette of the Republic of Tunisia.

The renewed Exploration Permit for the Chaketma Phosphate Project covers the entire 52 sq. kilometre project area, whereas the renewed permit for the Bir El Afou project covers an area 38% smaller than before. The relinquished area of the permit was deemed to be of little economic interest to all parties.

Celamin has strong support from the Tunisian government to continue advancing the Chaketma Project. The project is deemed to be of high importance to both government and the economy.

Celamin Holdings NL Managing Director’s Operational Review 30 June 2013

Mineral Resource Summary

A summary of the current global phosphate resource inventory at the Chaketma Project is outlined in the table below and shown in Figure 1:

Prospect	JORC Resource Classification	Mt	% P2O5
Gassaa Kebira	Inferred	93	20.3
Kef El Louz North	Inferred	37	21.0
Total		130Mt	20.5

Kef El Louz, the largest and most extensively explored prospect, occupies approximately 4.2 km[2] . The current resource area occupies a ~1km[2] region in the northern half of the prospect which has been the focus of drilling and channel sampling to date. Initial exploration of the southern region suggests continuity of mineralisation over much of the prospect and that potential exists to expand the existing resource.

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Figure 2: Current JORC-compliant Mineral Resources over Chaketma project (red fill indicates Mineral Resource-bearing prospect)

Mineralisation thickness averages 14m over the resource area; however pronounced local thickening occurs over western portion of the deposit results in intersections up to 40m thick. The Kef El Louz North resource is typically located at shallow depth, especially in the north-western area where mineralisation outcrops at surface. Depth of cover averages 42m and reaches a maximum of 88m over the resource area, with mineralisation bottoming out at 120m. Strip ratios are favourable, with the majority of the resource area under 10:1 and a significant portion of the thickened western region below 4:1. The average strip ratio for the resource area is 3.95:1 (see Figure 2).

Celamin Holdings NL Managing Director’s Operational Review 30 June 2013

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Figure 3: KELN strip ratio contours

Gassaa Kebira is the northernmost of the six prospects within Chaketma exploration permit. It has an elongate shape and spans approximately 2.6km north-south and 0.9km east-west, with a surface area of 2.36km[2] . Despite lower exploration density, the available exploration data provided sufficient confidence to classify most of the prospect as an Inferred Mineral Resource. Mineralisation thickness averages 15.7m and is relatively consistent over the resource area. Approximately 90% of the deposit exists under a strip ratio of 10:1 or less.

For a full description of the Kef El Louz North and Gassaa Kebira resource estimations, please refer to the following publically available company releases on the ASX website:

09/11/2012: Maiden JORC Resource - Chaketma Project (Kef El Louz North) http://www.asx.com.au/asx/statistics/displayAnnouncement.do?display=pdf&idsId=01354327

18/06/2013: Initial Gassaa Kebira Resource triples Chaketma Inventory http://www.asx.com.au/asxpdf/20130618/pdf/42gjd74ppx65v9.pdf

Celamin Holdings NL Managing Director’s Operational Review 30 June 2013

Exploration: Kef El Louz

Kef El Louz prospect contains 47 diamond drill holes and 29 trenches. All drilling, trenching, sampling and recording of geological data was conducted by Tunisian Mining Services (TMS).

Drill holes are irregularly distributed over the Kef El Louz prospect, with drill spacing ranging between 100450m and averaging 160m in the Kef El Louz North resource area. Trenching is largely restricted to the north and eastern limits of the deposit, where the phosphate horizon outcrops along drainages and cliffs. Trench spacing is nominally 100m between points, although this is dictated by accessibility and the nature of the site. Figure 4 shows the location of the drill and trench sites within the Kef El Louz prospect.

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Figure 4: Exploration over Kef El Louz prospect

Drilling at Kef El Louz has yielded a number of excellent geological results including mineralisation intercepts in five separate holes exceeding 20m thickness accompanied by grades averaging over 20% P2O5. These results complement previous exploration results and increase the Company’s confidence in the continuity of mineralisation within the existing resource area. Drilling has also confirmed continuity of mineralisation to the south, indicating potential southerly extension of existing resource area.

A series of induced polarity geophysical surveys were completed in April 2013. Electrical resistivity along 11 profiles, totalling 18km length was measured in an attempt to better define the mineralisation horizon over the deposit. The programme was deemed successful and yielded valuable data which will be incorporated into the geological and resource models for the prospect.

Additional drilling and sampling was conducted on Kef El Louz North to provide material for the comminution test program, as well as for the flotation optimisation and geo-metallurgical variability.

Celamin Holdings NL Managing Director’s Operational Review 30 June 2013

Exploration: Gassaa Kebira

Gassaa Kebira prospect currently contains 18 points of observation comprising 10 diamond drill holes and 8 trenches. A complete set of assay results is available for all points of observation.

Diamond drilling at Gassaa Kebira occurs at a nominal spacing of 400m, although site access issues result in irregular drill spacing over sections of the deposit (shown in Figure 5). Trenching is largely restricted to the north and eastern limits of the deposit, where the phosphate horizon outcrops at the base of the massive dolomite. Trench spacing is nominally 350m.

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Figure 5: Exploration at Gassaa Kebira & Douar Ouled Hamouda prospects.

Assays from the three latest diamond holes at were also encouraging. The most notable intersection was a down-hole thickness of 27.9m at an average grade of 21.05% P2O5 and a waste to ore ratio of 2.7:1.

Exploration: Douar Ouled Hamouda

Exploration at Douar Ouled Hamouda currently consists of 3 trenches excavated early in the project and two recent drill holes (see Figure 5).

Both holes drilled intersected phosphate mineralisation and the most-promising intercept was 13.25m at a grade of 18.85% P2O5 with a waste to ore ratio of 4.45:1.

Celamin Holdings NL Managing Director’s Operational Review 30 June 2013

Exploration: Sidi Ali Ben Oum Ezzine

Exploration at Sidi Ali Ben Oum Ezzine prospect currently consists of 9 drill holes and 33 trenches, distributed amongst the 7 identified resource blocks. Recent exploration has helped to constrain mineralisation and quantify grade continuity within each block.

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Figure 6: Exploration at Sidi Ali Ben Oum Ezzine prospect

Induced polarity geophysical surveys will increase understanding of local geological structures and their effects on mineralisation and help optimise the location of future exploration sites.

Celamin Holdings NL Managing Director’s Operational Review 30 June 2013

Recent Exploration Results

Table 1: Diamond drilling intercepts from the Chaketma Permit Area

Recent Exploration Results *Table 1: Diamond drilling intercepts from the Chaketma Permit Area*	Recent Exploration Results *Table 1: Diamond drilling intercepts from the Chaketma Permit Area*	Recent Exploration Results *Table 1: Diamond drilling intercepts from the Chaketma Permit Area*	Recent Exploration Results *Table 1: Diamond drilling intercepts from the Chaketma Permit Area*	Recent Exploration Results *Table 1: Diamond drilling intercepts from the Chaketma Permit Area*	Recent Exploration Results *Table 1: Diamond drilling intercepts from the Chaketma Permit Area*	Recent Exploration Results *Table 1: Diamond drilling intercepts from the Chaketma Permit Area*

	Recent Drilling Intercepts from Chaketma Permit Area

Drill Hl	Frm (m)	T (m)	Intrt (m)	PO%	CO%	Prt
oe	o	o	ecep	25	a	ospec

CHDD-2012-049			Faulted			Sidi Ali BenOum Ezzine
CHDD-2012-050	62.60	89.00	26.40	21.51	41.32	Kef El Louz
CHDD-2012-051			Faulted			Sidi Ali BenOum Ezzine
CHDD-2012-052	48.70	62.40	13.70	21.71	42.00	Kef El Louz
CHDD-2012-054	51.00	63.95	12.95	22.95	43.27	Kef El Louz
CHDD-2012-056	43.70	45.05	1.35	28.45	44.17	Kef El Louz
CHDD-2012-057	48.25	76.70	28.45	22.01	41.59	Kef El Louz
CHDD-2012-058	24.80	25.80	1.00	16.48	38.55	Kef El Louz
CHDD-2012-059	43.10	48.65	5.55	20.95	42.92	Kef El Louz
CHDD-2012-060	39.10	45.10	6.00	19.82	41.31	Kef El Louz
CHDD-2012-061	136.30	146.30	10.00	19.77	39.73	GassaaEl Kebira
CHDD-2012-062	52.50	56.00	3.50	16.24	39.93	Kef El Louz
CHDD-2012-063	70.00	80.30	10.30	20.25	40.41	GassaaEl Kebira
CHDD-2012-064	75.50	103.40	27.90	21.05	40.90	GassaaEl Kebira
CHDD-2012-065	45.10	52.00	6.90	16.65	39.10	OuedHamouda
CHDD-2012-066	59.05	72.30	13.25	18.85	40.57	OuedHamouda
CHDD-2012-067	10.90	30.80	19.90	21.09	41.74	Kef El Louz
CHDD-2012-068	20.45	62.10	41.65	20.84	40.68	Kef El Louz
CHDD-2013-069		No I	ntercept (not sampled )			Kef El Louz
CHDD-2013-070	31.50	71.05	39.55	21.35	41.46	Kef El Louz
CHDD-2013-071	28.10	29.10	1.00	10.23	36.65	Kef El Louz

Note: Intercept lengths are measured down-hole.

Table 2: Recent trenching Results from Chaketma Permit Area

Trench	Length	P2O5%	CaO%	Prospect
CHT006	28.00	21.98	41.91	Sidi Ali Ben Oum Ezzine
CHT007	10.00	18.91	39.68	Sidi Ali Ben Oum Ezzine
CHT008	8.00	23.29	43.69	Sidi Ali Ben Oum Ezzine
CHT009	23.00	22.08	41.94	Sidi Ali Ben Oum Ezzine
CHT010	6.00	22.64	43.22	Sidi Ali Ben Oum Ezzine
CHT083	14.00	23.56	47.24	Gassa El Kebira
CHT084	23.00	21.75	44.65	Gassa El Kebira
CHT085	12.00	17.58	47.45	Gassa El Kebira

Celamin Holdings NL Managing Director’s Operational Review 30 June 2013

Metallurgical Results

Metallurgical optimisation test work for the Kef El Louz prospect commenced in the March quarter 2013 and is ongoing. This work forms part of the program to fully define the flotation flow sheet – a critical input to the DFS. The results to date confirm that a marketable concentrate can be produced with very good phosphate recoveries.

Bench scale test work has focused on using an available reagent suite with a number of stages of flotation – in this case, conventional phosphate reverse flotation, open circuit, at elevated temperature, was used however comparable results have also been achieved at ambient temperature.

A composite sample covering the full intersected width of the existing Kef El Louz resource produced:

A concentrate grade of 31.0% P2O5
P2O5 recovery of 68%
MgO less than 1.0%, with other minor elements in acceptable ranges by industry standard

These results were independently confirmed by a major European reagent supplier, conducting product development test work on a full composite sample at ambient temperature. They received comparable results: 30.5% P2O5 concentrate, with 0.7% MgO and 68.6% recovery.

The test work has highlighted the opportunity to further improve performance and recoveries by selectively treating the higher grade, lower MgO beds where the bulk of P2O5 is located. Moving forward, work is now focussing on the treatment of selected ore zones, studying alternative reagents and how to further optimise the flotation process.

Additional test-work will be undertaken to define engineering design parameters more accurately, as well as provide basis for variability within the Kef El Louz North deposit.

Management Additions

Celamin has commenced the recruitment of key personnel required to execute the DFS for the Chaketma Phosphate project. Mr Luc Coussement has been appointed as the resident Project Director for the Tunisian projects. Mr Coussement is a qualified and experienced Mining /Metallurgy Engineer who graduated from the University of Brussels. He speaks both French and English fluently and has recently worked on a Phosphate project in North Africa with an international engineering company.

Financing and Off-take Discussions

Financing and marketing initiatives are underway to international groups, with interest being shown by off-take customers, financial institutions, and other parties focused on mining and agricultural investments. Interest in the Chaketma Project is being shown by several potential off-take customers.

Other Projects

Bir El Afou Phosphate Project, Tunisia

Celamin has a second Phosphate Permit in Tunisia covering approx. 52 square kilometres of the Bir El Afou Project.

The Bir El Afou Project has a maiden Inferred JORC Resource of 29 Mt at 11.1% P ₂ O ₅ at a 7.5% cut-off grade.

Less than ten per cent of the permit area has been drilled or explored; thus there remains potential to increase grade, tonnage and improve mining factors during future exploration and evaluation.

Celamin decided to prioritise the Chaketma Phosphate Project due to its larger target potential over the Bir El Afou Project.

Celamin Holdings NL Managing Director’s Operational Review 30 June 2013

Base Metal and Tailings Project, Northern Tunisia

Three lead/zinc permits in Northern Tunisia (El Haouria, Oued Maden and Sidi Driss) were granted to Celamin and TMS equally in September 2011. Work on the Northern Tunisian Base Metals Project was restricted to reviewing and compiling historical data.

Oued El Kebir Project in Algeria

On 21 January 2013, the Company announced the termination of its farm-in agreement with Joint Venture partner, Faienceries Algeriennes Group (“FA”), over the Oued El Kebir polymetallic Project (“OEK”) in Algeria.

The decision was prompted by uncertainty over the ability to secure administrative and other approvals from the relevant Algerian authorities. Since withdrawing from the JV, Celamin has been able to explicitly focus efforts and resources on advancing the Chaketma Project in Tunisia.

Corporate

Celamin completed a placement of 36,333,334 fully paid ordinary shares at an issue price of $0.15 (15 cents) per share amounting to $5,450,000 before costs. Proceeds of the placement are being used to advance the Chaketma Phosphate Project and for general working capital.

Petra Capital was the Lead Manager in the capital raising which introduced a new substantial shareholder to the register. Shares were issued under the Company’s 15% placement capacity (Listing Rule 7.1) and was an excluded issue under Section 708 of the Corporations Act and the 10% placement capacity under ASX Listing Rule 7.1A, as approved at the 2012 Annual General Meeting.

On 30 July 2012, the company issued 75,984,913 free bonus options with an exercise price of $0.35 cents. These options expired on 28 June 2013.

Two new Directors joined the Board of Celamin during the year. Mr Gary Scanlan joined as Non-Executive Director and Mr Russell Luxford as Executive Director. Ms Melanie Leydin resigned from her position as a Non-Executive Director of the Board but has continued as the Company Secretary.

Gary Scanlan is a Fellow of the AusIMM and a chartered accountant with over 28 years of experience in the mining industry – 18 of which were with Newmont Mining Corporation/Newcrest Mining Limited. He has extensive experience in the management, evaluation, development, financing and administration of mining projects and companies.

Russell Luxford is an engineer, specialising in the development and operation of large-scale minerals projects. He has spent over 20 years with Rio Tinto, Adelaide Chemical Company and Renison Goldfields. Russell has previous experience in phosphate mining, having worked as the Project Director on the US$5 billion Ma'aden Al Jalamid phosphate project in Saudi Arabia. He was also the Engineering Manager and subsequently the Operations Manager for the WMC Phosphate Hill phosphate project in Australia.

Resource estimation and management of the project database were undertaken by Geos Mining’s Senior Geologist: Resources & Data, Oliver Willetts.

The information in this report that relates to Exploration Results and Mineral Resources is based on information compiled by Oliver Willetts, a Competent Person who is a Member of The Australasian Institute of Mining and Metallurgy (membership No. 312940).

Oliver Willetts has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Willetts consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

Celamin Holdings NL Directors' report

30 June 2013

The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'consolidated entity') consisting of Celamin Holdings NL (referred to hereafter as the 'company' or 'parent entity') and the entities it controlled for the year ended 30 June 2013.

Directors

The following persons were directors of Celamin Holdings NL during the whole of the financial year and up to the date of this report, unless otherwise stated:

The Hon. Andrew Thomson, Non-Executive Chairman (resigned 30 August 2012, reappointed 9 October 2012) Mr David Regan, Managing Director

Mr Russell Luxford, Executive Director (appointed 26 October 2012)

Mr Martin Broome, Non-Executive Director

Mr Gary Scanlan, Non-Executive Director (appointed 18 October 2012)

Ms Melanie Leydin, Non-Executive Director (resigned 18 October 2012)

Mr Timothy Regan, Executive Director (appointed 30 August 2012, resigned 9 October 2012)

Principal activities

During the financial year, the principal continuing activities of the consolidated entity consisted of exploration and evaluation of phosphate projects in Tunisia.

Dividends

There were no dividends paid or declared during the current or previous financial year.

The Company does not have franking credits available for subsequent financial years.

Review of operations

The loss for the consolidated entity after providing for income tax and non-controlling interest amounted to $2,131,976 (30 June 2012: $2,126,614).

The Statement of Profit and Loss and Other Comprehensive Income includes interest income of $0.053m compared to $0.046m in 2012. The impairment of exploration and evaluation expenditure was $0.437m compared to $0.060m in 2012.

The Group commenced the financial year with cash reserves of $4.534m. Cash inflows included net proceeds from the issue of shares amounting to $5.351m (2012: $5.368m). Cash outlays included payments for exploration and evaluation of $5.151m compared to $1.982m in the prior year. Cash reserves at the end of the financial year totalled $2.892m.

The Statement of Financial Position shows net current assets of $2.868m (2012: $3.773) and exploration and evaluation assets of $27.273m (2012: $23.108m).

A detailed overview of operations precedes this report.

Significant changes in the state of affairs

On 18 February 2013, the consolidated entity announced that it had received confirmations for the placement of 36,333,334 fully paid ordinary shares at $0.15 (15 cents) per share, raising $5.45 million before costs to fund exploration and evaluation projects and working capital. This placement was completed in June 2013.

During the year, the consolidated entity issued a further 592,475 ordinary shares, 583,500 of which had previously been partly paid with the remaining $0.10 (10 cents) paid to make the shares fully paid. The remaining 8,975 shares were issued upon conversion of options.

Celamin Holdings NL Directors' report 30 June 2013

On 14 June 2013, the consolidated entity issued 4,150,000 unlisted options under the company's employee share option plan. The options have an exercise price of $0.20 (20 cents) and an expiry date of 31 May 2018. The vesting dates are 31 May 2015 for 2,075,000 of the unlisted options and 31 May 2016 for the balance.

Celamin accelerated its commitments of Tunisianisation of the phosphate projects, pursuant to which Celamin will hold a minimum of 50% in the permits and Tunisian interests will hold up to 50%. This change was achieved by assigning 30% interest in both permits to its Tunisian partner TMS and has been gazzetted in the Official Journal of the Tunisian Republic.

There were no other significant changes in the state of affairs of the consolidated entity during the financial year.

Matters subsequent to the end of the financial year

No matter or circumstance has arisen since 30 June 2013 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years.

Likely developments and expected results of operations

The consolidated entity will continue to pursue its objectives of developing and exploiting the Chaketma area of interest. The resource identified in the area of 130Mt @ 20.5% P2O5 is currently classified as Inferred Resource inventory. This confirms the potential for a long life project of over 35 years. Focus is now on work to progress the Definitive Feasibility Study ("DFS") and selection of the engineering firm to undertake the study. The initial aim of the continued exploration and resource step out drilling work is to enlarge and improve the classification of both prospects in the Chaketma area of interest. It is anticipated that limited additional work is required to improve the resource classification at Kef El Louz North from Inferred Mineral Resource under the JORC 2012 code to Indicated Mineral Resource.

The consolidated entity will need to raise further capital to fund the completion of the DFS, ongoing exploration and general working capital. The ability of the consolidated entity to raise sufficient capital to complete exploration work and successfully exploit the prospects at Chaketma will be impacted by global financial markets and changes in commodity prices. The Directors are aware of the risks arising from raising capital in challenging financial market conditions, and of fluctuating commodity prices.

Environmental regulation

The Company holds participating interests in a number of exploration tenements. The various authorities granting tenements require the tenement holder to comply with the terms of the grant of the tenement given to it under those terms of the tenement. There have been no known breaches of the tenement condition, and no such breaches have been notified by any government agency during the financial year ended 30 June 2013.

Information on directors

Information on directors
Name:	The Hon. Andrew Thomson
Title:	Non-Executive Chairman (resigned 30 August 2012, reappointed 9 October 2012)
Qualifications:	Graduate of the Law Faculty of the University of Melbourne, the International Center
	of Keio University in Tokyo, and Georgetown University Law Center. His other
	languages are Japanese, Mandarin Chinese and Arabic.
Experience and expertise:	Mr Thomson lives in Tokyo and works as a consultant to Minter Ellison Lawyers
	working in the Middle East and Asia on investment and government relations
	matters. He is also chairman of Gulf & Asian Mining Limited. Until 2005, Mr Thomson
	lived in Washington D.C. where he served at the World Bank as an Assistant and
	Acting Executive Secretary of the Inspection Panel. Before moving to Washington
	D.C. in 2001 Mr Thomson was a Member of Parliament in Australia.
Other current directorships:	Gulf & Asian Mining Limited
Former directorships (in the	Athena Resources Ltd (resigned 13 June 2012)
last 3 years):	Citadel Resource Group Limited (resigned 31 March 2011)
Special responsibilities:	Member of Remuneration & Nomination Committee and Audit Committee
Interests in shares:	567,534 fully paid ordinary shares
Interests in options:	None

Celamin Holdings NL Directors' report 30 June 2013

Name: Mr David Regan Title: Managing Director Qualifications: LLB (University of Sydney) Experience and expertise: 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.

Other current directorships: None Former directorships (in the last 3 years): Citadel Resource Group Limited (resigned 21 December 2010) Special responsibilities: None Interests in shares: 41,550,871 fully paid ordinary shares 2,088,421 partly paid ordinary shares Interests in options: 2,725,613 listed options with an exercise price of $0.20 expiring on 31 March 2014

Name: Mr Russell Luxford Title: Executive Director (appointed 26 October 2012) Qualifications: BE,(Hon.) UNSW Experience and expertise: Mr Luxford is an engineer specialising in the development and operations of largescale minerals projects. He has prior phosphate experience as the Project Director of the US$5 billion Ma'aden Al Jalamid phosphate project in Saudi Arabia and as Engineering Manager and then start-up Operations Manager for the WMC Phosphate Hill phosphate project in Australia. Mr Luxford also has more than 20 years’ experience in gold, copper, silver/lead/zinc, aluminium and nickel operations with Rio Tinto, Adelaide Chemical Company, WMC and Renison Goldfields. None

Other current directorships: None Former directorships (in the last 3 years): None Special responsibilities: None Interests in shares: None Interests in options: None

Name: Mr Martin Broome Title: Non-Executive Director Qualifications: B.Sc(Hons) Geology, M.Sc Engineering Rock Mechanics, Chartered Engineer, FIOM Experience and expertise: Mr. Broome has more than 38 years of experience working in the minerals industry in Africa. Until 2010, Mr. Broome was Managing Director of African Mining Consultants (“AMC”) having founded AMC in 1994. This followed a 20 year career with Zambian Consolidated Copper Mines Ltd ("ZCCM") in the Zambian Copperbelt. Other current directorships: Barclays Bank of Zambia plc

Other current directorships: Barclays Bank of Zambia plc Former directorships (in the last 3 years): None Special responsibilities: Chair of Remuneration & Nomination Committee and member of Audit Committee Interests in shares: None Interests in options: None

Celamin Holdings NL Directors' report 30 June 2013

30 June 2013 Celamin Holdings NL Directors' report
Name:	Mr Gary Scanlan
Title:	Non-Executive Director (appointed 18 October 2012)
Qualifications:	FAusIMM, CA
Experience and expertise:	Mr Scanlan has over 29 years' experience in the mining		industry preceded by 10
	years' experience with PricewaterhouseCoopers.	His	previous	roles	include
	Executive General Manager - Finance for Newcrest Mining Ltd			and Managing
	Director then Chairman of Castlemaine Goldfields Ltd,	a company listed on the ASX
	until its acquisition by Liongold Corp in September 2012. He was appointed a director
	of Liongold Corporation on 1 October 2012.
Other current directorships:	None
Former directorships (in the	Red 5 Ltd (resigned 31 December 2012)
last 3 years):	Castlemaine Goldfields Ltd (removed from ASX official	list on 17 September 2012)
	Citadel Resource Group Limited (resigned March 2011)
Special responsibilities:	Chair of Audit Committee
Interests in shares:	3,300,000 fully paid ordinary shares
Interests in options:	None

'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships in all other types of entities, unless otherwise stated.

'Former directorships (in the last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes directorships in all other types of entities, unless otherwise stated.

Company secretary

Ms Leydin is a Chartered Accountant and is a Registered Company Auditor. She graduated from Swinburne University in 1997, became a Chartered Accountant in 1999 and since February 2000 has been the principal of chartered accounting firm, Leydin Freyer. Ms Leydin has over 22 years' experience in the accounting profession and is a director and company secretary for a number of oil and gas, junior mining and exploration entities on the Australian Stock Exchange.

Meetings of directors

The number of meetings of the company's Board of Directors ('the Board') and of each board committee held during the year ended 30 June 2013, and the number of meetings attended by each director were:

			Remuneration and	Remuneration and
	Full Board		Nomination Committee		Audit Committee
	Attended	Held	Attended	Held	Attended	Held
The Hon. Andrew Thomson	8	8	1	1	1	1
Mr David Regan*	9	9	-	-	-	-
Mr Russell Luxford	5	6	-	-	-	-
Mr Martin Broome	6	9	1	1	2	2
Mr Gary Scanlan	6	6	-	-	1	1
Mr Timothy Regan	1	1	-	-	-	-
Ms Melanie Leydin**	2	3	-	-	1	1

Held: represents the number of meetings held during the time the director held office or was a member of the relevant committee.

Mr D Regan also invited to attend Audit Committee meetings in his capacity as Managing Director.
** Ms M Leydin also attended board and committee meetings in her capacity as Company Secretary.

Celamin Holdings NL Directors' report 30 June 2013

Remuneration report (audited)

The remuneration report, which has been audited, outlines the director and executive remuneration arrangements for the consolidated entity and the company, in accordance with the requirements of the Corporations Act 2001 and its Regulations.

The remuneration report is set out under the following main headings:

A Principles used to determine the nature and amount of remuneration B Details of remuneration C Service agreements D Share-based compensation E Additional information

A Principles used to determine the nature and amount of remuneration

The intention of the consolidated entity's and company's executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The planned framework aims to align executive reward with the achievement of strategic objectives and the creation of value for shareholders, and conforms with the market best practice for delivery of reward. The Board of Directors ('the Board') ensures that executive reward satisfies the following key criteria for good reward governance practices:

competitiveness and reasonableness
acceptability to shareholders
● alignment of executive compensation ● transparency

The Board is responsible for determining and reviewing remuneration arrangements for its directors and executives. The performance of the consolidated entity and company depends on the quality of its directors and executives. The remuneration philosophy is to attract, motivate and retain high performance and high quality personnel.

The Board will implement an executive remuneration framework that is market competitive and complementary to the reward strategy of the consolidated entity and company.

Alignment to shareholders' interests:

focuses on sustained growth in shareholder wealth, growth in share price, and delivering constant or increasing return on assets as well as focusing the executive on key non-financial drivers of value
● attracts and retains high calibre executives

Alignment to program participants' interests:

rewards capability and experience
reflects competitive reward for contribution to growth in shareholder wealth
provides a clear structure for earning rewards

In accordance with best practice corporate governance, the structure of non-executive directors and executive remunerations are separate.

Non-executive directors remuneration

Non-Executive Directors’ fees are paid within an aggregate limit which is approved by the shareholders from time to time. The limit of Non-Executive Director fees was increased to a maximum of $350,000 at the company's Annual General Meeting on 20 October 2010. Retirement payments, if any, are agreed to be determined in accordance with the rules set out in the Corporations Act 2001 at the time of the Director’s retirement or termination. Non-Executive Directors’ remuneration may include an incentive portion consisting of bonuses and/or options, as considered appropriate by the Board, which may be subject to shareholder approval in accordance with the ASX Listing Rules.

Currently the Company remunerates Non-Executive Directors at a rate of $60,000 per annum plus superannuation except for the Non-Executive Chairman who receives fees of $120,000 per annum. There were no incentives, bonuses or options paid during the year to Non-Executive Directors.

Celamin Holdings NL Directors' report 30 June 2013

Executive remuneration

Despite remuneration for executives currently consisiting of entirely fixed remuneration, the consolidated entity aims to reward executives with a level and mix of remuneration, based on their position and responsibility, which is both fixed and variable. The consolidated entity is currently taking steps to ensure that executives are paid the correct blend of remuneration to align the interests of executives and shareholders.

The executive remuneration and reward framework has the following components: ● base pay
other remuneration such as superannuation and long service leave

The combination of these comprises the executive's total remuneration.

The long-term incentives ('LTI') include long service leave.

Consolidated entity performance and link to remuneration

Currently the company remunerates Non-Executive Directors at a rate of $60,000 per annum plus superannuation. There were no incentives, bonuses or options paid during the year to Non-Executive Directors.

As stated above, the consolidated entity aims to reward executives with a level and mix of remuneration, based on their position and responsibility, which is both fixed and variable. The consolidated entity is currently taking steps to ensure that executives are paid the correct blend of remuneration to align the interests of executives and shareholders.

Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, is reviewed annually by the Board, based on individual and business unit performance, the overall performance of the consolidated entity and comparable market remunerations.

Voting and comments made at the company's 20 November 2012 Annual General Meeting ('AGM')

The company received 63.85% of 'for' votes in relation to its remuneration report for the year ended 30 June 2012. Having received 47.85% of 'for' votes at the 2011 AGM in relation to its remuneration report for the year ended 30 June 2011 the company was required to table a "Board Spill Meeting Resolution" under the Corporation Act's Two Strikes rule. The "Board Spill Meeting Resolution" received 32.83% of 'for' votes, and was therefore unsuccessful. It was therefore not necessary for a further meeting to be scheduled within 90 days to consider the position of each director in office.

A Remuneration and Nomination Committee was established during the year in accordance with ASX Corporate Governance Principles and Recommendations to ensure there is a fully transparent process when establishing remuneration for key management personnel.

B Details of remuneration

Amounts of remuneration

Details of the remuneration of the directors, other key management personnel (defined as those who have the authority and responsibility for planning, directing and controlling the major activities of the consolidated entity) and executives of Celamin Holdings NL are set out in the following tables.

In accordance with best practice corporate governance, the structure of Non-Executive Directors and executive remunerations are separate. This provides a clear structure for earning rewards.

All remuneration paid to Executive and Non-Executive Directors during the 2013 and 2012 financial years was fixed.

Celamin Holdings NL Directors' report 30 June 2013

30 June 2013
Ms M Leydin Name Mr R Luxford Non-Executive Directors: Mr L Coussement Mr G Scanlan 2013 Mr T Regan Mr N Sekfali Other Key Management Personnel: Executive Directors: Mr D Regan Mr A Thomson Mr M Broome Ms M Leydin* **	Cash salary Non- and fees Bonuses monetary $ $ $ 106,451 - - 66,000 - - 42,092 - - 32,645 - - 165,138 - - 82,116 - - 67,355 - - 157,200 - - 159,120 - - 26,200 - - 904,317 - - Short-term benefits			Post- employment benefits Super- annuation $ - - 3,788 - 14,862 - - - - -	Termination payments Termination payments $ - - - - - - - - - -	Share-based payments Equity- settled Total $ $ - 106,451 - 66,000 - 45,880 - 32,645 - 180,000 - 82,116 - 67,355 1,477 158,677 1,477 160,597 1,477 27,677 4,431 927,398
	904,317	-	-	18,650	-

Refer to appointment and resignation dates on page 14 above.

** includes fees paid to Leydin Freyer Corporate Pty Ltd for company secretarial fees and accounting services provided.

*** Determined to be Key Management Personnel from 1 July 2012.

**** Commenced on 22 April 2013.

Celamin Holdings NL Directors' report 30 June 2013

Non-Executive Directors: Name Mr M Broome Mr M Trifunovic Executive Directors: Mr A Thomson Ms M Leydin 2012 Mr J Mouchacca* Mr P Avery Mr D Regan Mr K Nichol**	Cash salary Non- and fees Bonuses monetary $ $ $ 60,000 - 22,000 - - 146,500 - - 25,000 - - 35,000 - - 15,000 - - 165,138 - - 75,000 - - 543,638 - - Short-term benefits	Cash salary Non- and fees Bonuses monetary $ $ $ 60,000 - 22,000 - - 146,500 - - 25,000 - - 35,000 - - 15,000 - - 165,138 - - 75,000 - - 543,638 - - Short-term benefits	Cash salary Non- and fees Bonuses monetary $ $ $ 60,000 - 22,000 - - 146,500 - - 25,000 - - 35,000 - - 15,000 - - 165,138 - - 75,000 - - 543,638 - - Short-term benefits	Post- employment benefits Super- annuation $ - - - - 7,650 - 14,862 -	Termination payments Termination payments $ - - - 67,000 60,000 - - 177,910	Share-based payments Equity- settled Total $ $ - 60,000 - 22,000 - 146,500 - 92,000 - 102,650 - 15,000 - 180,000 - 252,910 - 871,060
	543,638	-	-	22,512	304,910

A. Thomson appointed as a director 4 January 2012.
M. Broome appointed director on 22 February 2012.
M. Leydin appointed director on 18 November 2011.
J. Mouchacca appointed director on 18 November 2011, resigned 22 February 2012.
** M. Trifunovic, P. Avery and K. Nichol resigned from the Board on 18 November 2011.
*** includes fees paid to Leydin Freyer Corporate Pty Ltd for company secretarial fees and accounting services provided.

C Service agreements

Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details of these agreements are as follows:

Name: Mr David Regan Title: Executive Director Agreement commenced: 25 March 2012 Term of agreement: Initial term of 36 months Details: Mr Regan may resign from his position and thus terminate this contract by giving 1 month’s written notice. After the expiry of the Employment Period (36 months) either party may terminate the Employment by giving the other 1 months notice in writing. During the Employment Period, a fee will be payable by the company upon the company’s termination equal to the fee that would be payable from the termination date to the date that is twelve months from the anniversary of the commencement of the Employment Period. The company may terminate the contract at any time without notice if serious misconduct has occurred.

Celamin Holdings NL Directors' report 30 June 2013

30 June 2013 Celamin Holdings NL Directors' report
Name:	Mr Martin Broome
Title:	Non-Executive Director
Agreement commenced:	22 February 2012
Details:	Mr Broome may resign from his position and thus terminate this contract by giving
	one month’s written notice.
	The engagement of the Director may be terminated at	any time by	three months’
	written notice to the Director. The Company may terminate the contract at any time
	without notice if serious misconduct has occurred.
	Remuneration comprises a base salary of $60,000 for non-executive board duties,
	and the Company will make a further superannuation contribution of 10% of
	combined base and variable components of salary paid.
Name:	The Hon. Andrew Thomson
Title:	Non-Executive Chairman
Agreement commenced:	9 October 2012
Details:	Mr Thomson may resign from his position and thus terminate this contract by giving
	one month's written notice.
	The engagement of the Chairman may be terminated at any time by three months’
	written notice to the Chairman. The Company may terminate the contract at any time
	without notice if serious misconduct has occurred.
	Fees are set initially at $120,000 per annum for Non-Executive Chairman duties.
Name:	Mr Gary Scanlan
Title:	Non-Executive Director
Agreement commenced:	18 October 2012
Details:	Mr Scanlan may resign from his position and thus terminate this contract by giving
	thirty day's written notice.
	The engagement of the Director may be terminated at	any time by	three months'
	written notice to the Director. The Company may terminate the contract at any time
	without notice if serious misconduct has occurred.
	Salary is set initially at $60,000 per annum for non-executive board		duties and the
	Company will make a superannuation contribution of 9% of the combined base and
	variable components of salary paid.
Name:	Mr Russell Luxford
Title:	Executive Director
Agreement commenced:	25 October 2012
Details:	Mr Luxford may resign from his position and thus terminate this contract by giving
	thirty day's written notice.
	The engagement of the Director may be terminated at	any time by	three months'
	written notice to the Director. The Company may terminate the contract at any time
	without notice if serious misconduct has occurred.
	Salary is set initially at $60,000 per annum for board	duties plus	fees for work
	undertaken on the Company's projects, and the	Company	will make a
	superannuation contribution of 9% of the combined base and variable components of
	salary paid.

Key management personnel have no entitlement to termination payments in the event of removal for misconduct.

D Share-based compensation

Issue of shares

There were no shares issued to directors and other key management personnel as part of compensation during the year ended 30 June 2013.

Celamin Holdings NL Directors' report 30 June 2013

Options

The terms and conditions of each grant of options over ordinary shares affecting remuneration of directors and other key management personnel in this financial year or future reporting years are as follows:

				Fair value
	Vesting date and			per option
Grant date	exercisable date	Expiry date	Exercise price	at grant date
23 May 2013	1 June 2015	31 May 2018	$0.20	$0.043
23 May 2013	1 June 2016	31 May 2018	$0.20	$0.043

Options granted carry no dividend or voting rights.

The number of options over ordinary shares granted to and vested by directors and other key management personnel as part of compensation during the year ended 30 June 2013 are set out below:

	Number of options granted	Number of options granted	Number of options vested	Number of options vested
	during the year		during the year
Name	2013	2012	2013	2012
Mr T Regan	1,000,000	-	-	-
Mr N Sekfali	1,000,000	-	-	-
Mr L Coussement	1,000,000	-	-	-

Values of options over ordinary shares granted, exercised and lapsed for directors and other key management personnel as part of compensation during the year ended 30 June 2013 are set out below:

	Value of	Value of	Value of	Remuneration
	options	options	options	consisting of
	granted	exercised	lapsed	options
	during the	during the	during the	for the
	year	year	year	year
	$	$	$	%
Name
Mr T Regan	1,477	-	-	1
Mr N Sekfali	1,477	-	-	1
Mr L Coussement	1,477	-	-	5

Celamin Holdings NL Directors' report 30 June 2013

E Additional information

The earnings of the consolidated entity for the four years to 30 June 2013 are summarised below:

	2010	2011	2012	2013
	$	$	$	$
Revenue	41,011	100,828	45,567	53,388
Loss before income tax	(621,375)	(1,643,079)	(2,130,114)	(2,131,976)
Loss after income tax	(621,375)	(1,643,079)	(2,130,114)	(2,131,976)

The factors that are considered to affect total shareholders return ('TSR') are summarised below:

	2010	2011	2012	2013
Share price at start of year ($)	-	0.12	0.46	0.16
Share price at end of year ($)	0.12	0.46	0.16	0.08
Basic earnings per share (cents per share)	(3.66)	(1.92)	(3.82)	(1.35)

This concludes the remuneration report, which has been audited.

Shares under option

Unissued ordinary shares of Celamin Holdings NL under option at the date of this report are as follows:

Exercise price $0.20 $0.20 $0.20 $0.20 5 February 2010 Expiry date Grant date 31 March 2014 31 March 2014 31 March 2014 14 June 2013 31 May 2018 29 October 2010 22 February 2010	Number under option 6,300,000 14,058,026 5,000,000 4,150,000
	29,508,026

No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of the company or of any other body corporate.

Shares issued on the exercise of options

There were no shares of Celamin Holdings NL issued on the exercise of options during the year ended 30 June 2013 and up to the date of this report.

Indemnity and insurance of officers

The company has indemnified the directors of the company for costs incurred, in their capacity as a director, for which they may be held personally liable, except where there is a lack of good faith.

During the financial year, the company paid a premium in respect of a contract to insure the directors of the company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of liability and the amount of the premium.

Indemnity and insurance of auditor

The company has not otherwise, during or since the financial year, indemnified or agreed to indemnify the auditor of the company or any related entity against a liability incurred by the auditor.

During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the company or any related entity.

Celamin Holdings NL Directors' report 30 June 2013

Proceedings on behalf of the company

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the company, or to intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or part of those proceedings.

Non-audit services

There were no non-audit services provided during the financial year by the auditor.

Officers of the company who are former audit partners of Grant Thornton Audit Pty Ltd

There are no officers of the company who are former audit partners of Grant Thornton Audit Pty Ltd.

Auditor's independence declaration

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on the following page.

Auditor

Grant Thornton Audit Pty Ltd was appointed as auditor at the Annual General Meeting on 20 November 2012, and Andrew Frewin Stewart resigned at the same date, in accordance with section 327 of the Corporations Act 2001.

This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001.

On behalf of the directors

==> picture [108 x 48] intentionally omitted <==

________ David Regan Managing Director

23 September 2013 MELBOURNE

==> picture [206 x 39] intentionally omitted <==

Grant Thornton Audit Pty Ltd ACN 130 913 594

The Rialto, Level 30 525 Collins St Melbourne Victoria 3000 GPO Box 4736 Melbourne Victoria 3001

T +61 3 8320 2222 F +61 3 8320 2200 E [email protected] W www.grantthornton.com.au

Auditor’s Independence Declaration To the Directors of Celamin Holdings NL

In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Celamin Holdings NL for the year ended 30 June 2013, I declare that, to the best of my knowledge and belief, there have been:

a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
b no contraventions of any applicable code of professional conduct in relation to the audit.

GRANT THORNTONAUDIT PTY LTD Chartered Accountants

B. A. Mackenzie Partner – Audit & Assurance

Melbourne, 23 September 2013

‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.

Liability limited by a scheme approved under Professional Standards Legislation. Liability is limited in those States where a current scheme applies.

Celamin Holdings NL Corporate Governance Statement 30 June 2013

The Board of Directors (‘the Board’) of Celamin Holdings NL (the ‘Company’) is responsible for the corporate governance of the consolidated entity. The Board guides and monitors the business and affairs of the company on behalf of the shareholders by whom they are elected and to whom they are accountable.

The table below summarises the company's compliance with the ASX Corporate Governance Council's Revised Principles and Recommendations.

Principles and Recommendations	Principles and Recommendations	Compliance	Comply
Principle 1 – Lay solid foundations for management and oversight
1.1 1.2 1.3	Establish the functions reserved to the Board and those delegated to manage and disclose those functions. Disclose the process for evaluating the performance of senior executives. Provide the information indicated in_Guide to_ reporting on Principle 1.	The Board is responsible for the overall corporate governance of the company. The Board has adopted a Corporate Governance charter that formalises its roles and responsibilities and defines the matters that are reserved for the Board and specific matters that are delegated to management. The Board has adopted a Delegations of Authority that sets limits of authority for senior executives. On appointment of a director, the company issues a letter of appointment setting out the terms and conditions of appointment to the Board. The Board meets annually to review the performance of senior executives. The senior executives’ performance is assessed against the performance of the Company as a whole. A Corporate Governance Charter has been disclosed on the company’s website and is summarised in this Corporate Governance Statement. A performance evaluation process is included in the Corporate Governance Charter, which has been disclosed on the company’s website and is summarised in this Corporate Governance Statement.	Complies. Complies. Complies. Complies.

Celamin Holdings NL Corporate Governance Statement 30 June 2013

30 June 2013	30 June 2013
Principles and Recommendations			Compliance	Comply
Principle 2 – Structure the Board		to add value
2.1	A majority of the Board should be independent directors.	Three of the Board’s directors are independent directors of the company. The Hon. Andrew Thomson is the Non-Executive Chairman and is independent. Mr David Regan is an Executive Director. Mr Martin Broome is a Non-Executive Director and is independent. Mr Gary Scanlan is a Non-Executive Director and is independent. Mr Russell Luxford is an Executive Director.		Complies.
2.2	The chair should be an independent director	The Hon. Andrew Thomson is the Chairman and is an independent Non-Executive Director.		Complies.
2.3	The roles of chair and chief executive officer should not be exercised by the same individual.	As noted, the Hon. Andrew Thomson is the Company Chairman. Mr David Regan is Chief Executive Officer of the Company.		Complies.
2.4	The Board should establish a nomination committee.	The company has established a Nomination and Remuneration Committee. The members are Mr Martin Broome, The Hon. Andrew Thomson and Mr Gary Scanlan.		Complies.
2.5	Disclose the process for evaluating the performance of the Board, its committees and individual directors.	The company is in the process of evaluating the performance of the Board, its committees and individual directors as outlined in the Board Charter which is available on the company’s website. The Board’s induction program provides incoming directors with information that will enable them to carry out their duties in the best interests of the company. This includes supporting ongoing education of directors for the benefit of the company.		Complies.

Celamin Holdings NL Corporate Governance Statement 30 June 2013

Celamin Holdings NL Corporate Governance Statement 30 June 2013	Celamin Holdings NL Corporate Governance Statement 30 June 2013	Celamin Holdings NL Corporate Governance Statement 30 June 2013
Principles and Recommendations			Compliance	Comply
Principle 2 – Structure the Board to add value
2.6	Provide the information indicated in the_Guide to_ reporting on Principle 2.	A director is considered independent when he substantially satisfies the test for independence as set out in the ASX Corporate Governance Recommendations. Members of the Board are able to take independent professional advice at the expense of the company. The Hon. Andrew Thomson, independent Non- Executive Chairman, was appointed to the Board in October 2012. Mr David Regan, Executive Director, was appointed to the Board in October 2010. Mr Martin Broome, independent Non-Executive Director, was appointed to the Board in February 2012. Mr Russell Luxford, Executive Director, was appointed to the Board in October 2012. Mr Gary Scanlan, independent Non-Executive Director, was appointed to the Board in October 2012. The Board has undertaken a review of the mix of skills and experience on the Board in light of the company’s principal activities and direction, and has considered diversity in succession planning. The Board considers the current mix of skills and experience of members of the Board and its senior management issufficient tomeet the requirements of the company. In accordance with the information suggested in Guide to Reporting on Principle 2, the company has disclosed full details of its directors in the Annual Report containing this Corporate Governance Statement. Other disclosure material on the Structure of the Board has been made available on the company’s website.		Complies.
Principle 3 – Promote ethical and responsible decision making
3.1	Establish a code of conduct and disclose the code or a summary of the code.	The Board has adopted a code of conduct. The code establishes a clear set of values that emphasise a culture encompassing strong corporate governance, sound business practices and good ethical conduct. The code is available on the company’s website.		Complies.

Celamin Holdings NL Corporate Governance Statement 30 June 2013

30 June 2013	30 June 2013
Principles and Recommendations		Compliance	Comply
Principle 3 – Promote ethical and responsible decision making
3.2	Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the Board to establish measurable objectives for achieving gender diversity and for the Board to assess annually both the objectives and progress in achieving them.	The Board has undertaken a review of the mix of skills and experience on the Board in light of the company’s principal activities and direction. The Board has prepared a Diversity Policy that considers the benefits of diversity, ways to promote a culture of diversity, factors to be taken into account in the selection process of candidates for Board and senior management positions in the company, education programs to develop skills and experience in preparation for Board and senior management positions, processes to include review and appointment of directors, and identify key measurable diversity performance objectives for the Board, CEO and senior management.	Complies.
3.3	Companies should disclose in each annual report the measurable objectives for achieving gender diversity set by the board in accordance with the diversity policy and progress towards achieving them.	The Company adopted a Diversity Policy during the previous financial year and intends to report in each annual report the measurable objectives for achieving gender diversity set by the Board.	Does not comply. However the Company intends to set measurable objectives at the appropriate time in the future.
3.4	Companies should disclose in each annual report the proportion of women employees in the whole organisation, women in senior executive positions and women on the board.	The Board currently comprises of 5 male Directors whilst the Company Secretary is female. The proportion of females in the company is 33% being 3 out of a total of 9 employees.	Complies.
3.5	Provide the information indicated in_Guide to_ reporting on Principle 3.	This information is available on the Company’s website (www.celaminnl.com.au).	Complies.

Celamin Holdings NL Corporate Governance Statement 30 June 2013

Celamin Holdings NL Corporate Governance Statement 30 June 2013	Celamin Holdings NL Corporate Governance Statement 30 June 2013
Principles and Recommendations		Compliance	Comply
Principle 4 – Safeguard integrity in financial reporting
4.1	The Board should establish an audit committee.	The Board has established an audit committee. The members are Mr Gary Scanlan, Mr Martin Broome and The Hon. Andrew Thomson.	Complies
4.2	The auditcommittee shouldbe structuredso thatit consists of only non- executive directors, a majority of independent directors, is chaired by an independent chair who is not chair of the Board and have at least 3 members.	The audit committee consists of all non- executive directors and is chaired by a non- executive director who is not chair of the board.	Complies.
4.3	The audit committee should have a formal charter.	The audit committee has a formal charter.	Complies
4.4	Provide the information indicated in_Guide to_ reporting on Principle 4.	This is disclosed in the directors’ report in this annual report for the year ending 30 June 2013.	Complies.
Principle 5 – Make timely and balanced disclosure
5.1 5.2	Establish written policies designed to ensure compliance with ASX Listing Rules disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those policies. Provide the information indicated in the_Guide to_ reporting on Principle 5.	The Board has adopted a Corporate Governance charter, to ensure that it complies with the continuous disclosure regime under the ASX Listing Rules and theCorporations Act2001. This charter is available on the company’s website (www.celaminnl.com.au). The company’s Corporate Governance Charter is available on the company’s website (www.celaminnl.com.au).	Complies. Complies.

Celamin Holdings NL Corporate Governance Statement 30 June 2013

Celamin Holdings NL Corporate Governance Statement 30 June 2013	Celamin Holdings NL Corporate Governance Statement 30 June 2013
Principles and Recommendations		Compliance	Comply
Principle 6 – Respect the rights of shareholders
6.1	Design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose that policy or a summary of that policy.	The company has not adopted a shareholder communications policy. The company uses its website (www.celaminnl.com.au), annual report, market announcements, media disclosures and webcasting to communicate with its shareholders, as well as encourages participation at general meetings. The Board believes that given the size and nature of the Company’s activities, that the framework in place for the Company’s communications with shareholders is entirely appropriate and effective. The Company intends to develop the communications framework into a detailed policy as its operations continue to grow	Does not comply, however the Company is committed to preparing a Communications Policy as its operations continue to grow.
6.2	Provide the information indicated in the_Guide to_ reporting on Principle 6.	The company’s provides relevant shareholder communication documents on the company’s website.	Complies.
Principle 7 – Recognise and manage risk
7.1	Establish policies for the oversight and management of material business risks and disclose a summary of these policies.	The company has adopted a risk management statement within the audit committee charter. The audit committee is responsible for managing risk; however, ultimate responsibility for risk oversight and risk management rests with the Board. The audit charter is available on the company’s website and is summarised in this Corporate Governance Statement.	Complies.
7.2	The Board should require management to design and implement the risk management and internal control system to manage the company’s material business risks and report to it on whether those risks are being managed effectively. The Board should disclose that management has reported to it as to the effectiveness of the company’s management of its material business risks.	The Board believes the risk management and internal control systems designed and implemented by the Directors and the Financial Officer are adequate given the size and nature of the Company’s activities.	Management has not formally reported to the Board as to the effectiveness of the Company’s management of its material business risks. Given the nature and size of the Company and the Board’s ultimate responsibility to manage the risks of the Company this is not considered critical. The Company intends to develop the risk reporting framework into a detailed policy as its operations continue to grow.

Celamin Holdings NL Corporate Governance Statement 30 June 2013

Celamin Holdings NL Corporate Governance Statement 30 June 2013	Celamin Holdings NL Corporate Governance Statement 30 June 2013
Principles and Recommendations		Compliance	Comply
Principle 7 – Recognise and manage risk
7.3	The Board should disclose whether it has received assurance from the chief executive officer and chief financial officer that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating efficiently and effectively in all material respects in relation to the financial reporting risks.	The Board has previously received a statement from the previous Chairman Mr Martin Broome and former director Ms Melanie Leydin that the declaration provided in accordance with section 295A of the Corporations Act 2001 was founded on a sound system of risk management and internal control and that the system was operating efficiently and effectively in all material respects in relation to the financial reporting risks. This statement will be updated by the current Chairman in due course.	Complies.
7.4	Provide the information indicated in_Guide to_ reporting on Principle 7.	Refer to the comments above in 7.1, 7.2 and 7.3.	Complies.
Principle 8 – Remunerate fairly and responsibly
8.1	The Board should establish a remuneration committee.	The Board has established a Nomination and Remuneration Committee and has adopted a remuneration charter.	Complies. The remuneration charter can be accessed at www.celaminnl.com.au.
8.2	Clearly distinguish the structure of non-executive directors’ remuneration from that of executive directors and senior executives.	The company complies with the guidelines for executive remuneration packages and non- executive director remuneration. No senior executive is involved directly in deciding their own remuneration.	Complies.
8.3	Provide the information indicated in_the Guide to_ reporting on Principle 8.	This is disclosed in this annual report for the year ending 30 June 2013.	Complies.

Celamin Holdings NL’s corporate governance practices are in place at the date of this Annual Report.

Various corporate governance practices are discussed within this statement. For further information on corporate governance policies adopted by Celamin Holdings NL, refer to our website: www.celaminnl.com.au

Celamin Holdings NL Statement of profit or loss and other comprehensive income For the year ended 30 June 2013

Note 5 7 29 29 Other comprehensive income for the year, net of tax Total comprehensive income for the year attributable to the owners of Celamin Holdings NL Loss for the year is attributable to: Non-controlling interest Owners of Celamin Holdings NL Loss before income tax expense Non-controlling interest Diluted earnings per share Basic earnings per share Corporate expenses Employment expenses Expenses Administration expenses Owners of Celamin Holdings NL Unrealised foreign exchange gain Other comprehensive income Revenue Depreciation and amortisation Impairment of exploration and evaluation Share Based Payments Loss on sale of property plant and equipment Exploration expenditure written off Total comprehensive income for the year is attributable to: Loss after income tax expense for the year Income tax expense Foreign currency translation Items that may be reclassified subsequently to profit or loss	2013 2012 $ $ 53,388 45,567 (790,745) (807,013) (391,998) (377,501) (522,105) (772,040) (30,987) (41,535) (52,500) (115,841) (757) (1,751) (6,130) - (436,808) (60,000) 46,666 - (2,131,976) (2,130,114) - - (2,131,976) (2,130,114) 4,117 - 4,117 - (2,127,859) (2,130,114) - (3,500) (2,131,976) (2,126,614) (2,131,976) (2,130,114) - (3,500) (2,127,859) (2,126,614) (2,127,859) (2,130,114) Cents Cents (1.35) (3.82) (1.35) (3.82) Consolidated	2013 2012 $ $ 53,388 45,567 (790,745) (807,013) (391,998) (377,501) (522,105) (772,040) (30,987) (41,535) (52,500) (115,841) (757) (1,751) (6,130) - (436,808) (60,000) 46,666 - (2,131,976) (2,130,114) - - (2,131,976) (2,130,114) 4,117 - 4,117 - (2,127,859) (2,130,114) - (3,500) (2,131,976) (2,126,614) (2,131,976) (2,130,114) - (3,500) (2,127,859) (2,126,614) (2,127,859) (2,130,114) Cents Cents (1.35) (3.82) (1.35) (3.82) Consolidated
	(2,131,976) -	(2,130,114) -
	(2,131,976) 4,117	(2,130,114) -
	4,117	-
	(2,127,859)	(2,130,114)
	- (2,131,976)	(3,500) (2,126,614)
	(2,131,976)	(2,130,114)
	- (2,127,859)	(3,500) (2,126,614)
	(2,127,859)	(2,130,114)
	Cents (1.35) (1.35)	Cents (3.82) (3.82)

The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes

Celamin Holdings NL Statement of financial position As at 30 June 2013

Note 8 9 10 11 12 13 14 15 16 Trade and other payables Total assets Issued capital Equity Non-current liabilities Total non-current liabilities Net assets Employee benefits Total equity Accumulated losses Trade and other receivables Total current liabilities Current liabilities Non-current assets Total current assets Employee benefits Current assets Assets Cash and cash equivalents Other Non-controlling interest Equity attributable to the owners of Celamin Holdings NL Reserves Property, plant and equipment Total liabilities Exploration and evaluation Liabilities Total non-current assets	2013 2012 $ $ 2,891,723 4,533,946 36,224 100,295 598,217 76,216 3,526,164 4,710,457 80,894 85,442 27,273,473 23,108,079 27,354,367 23,193,521 30,880,531 27,903,978 635,211 937,023 22,977 - 658,188 937,023 8,014 - 8,014 - 666,202 937,023 30,214,329 26,966,955 36,730,626 31,361,523 10,247 - (6,523,044) (4,391,068) 30,217,829 26,970,455 (3,500) (3,500) 30,214,329 26,966,955 Consolidated	2013 2012 $ $ 2,891,723 4,533,946 36,224 100,295 598,217 76,216 3,526,164 4,710,457 80,894 85,442 27,273,473 23,108,079 27,354,367 23,193,521 30,880,531 27,903,978 635,211 937,023 22,977 - 658,188 937,023 8,014 - 8,014 - 666,202 937,023 30,214,329 26,966,955 36,730,626 31,361,523 10,247 - (6,523,044) (4,391,068) 30,217,829 26,970,455 (3,500) (3,500) 30,214,329 26,966,955 Consolidated
	3,526,164	4,710,457
	80,894 27,273,473	85,442 23,108,079
	27,354,367	23,193,521
	30,880,531	27,903,978
	635,211 22,977	937,023 -
	658,188	937,023
	8,014	-
	8,014	-
	666,202	937,023
	30,214,329	26,966,955
	36,730,626 10,247 (6,523,044)	31,361,523 - (4,391,068)
	30,217,829 (3,500)	26,970,455 (3,500)
	30,214,329	26,966,955

The above statement of financial position should be read in conjunction with the accompanying notes

Celamin Holdings NL Statement of changes in equity For the year ended 30 June 2013

$ - (3,500) - Non- controlling Interest	$ 11,493,980 - - equity Contributed	$ - - - Option Reserve	$ 1,025 - - Foreign Currency Reserve	Total equity $ $ (2,264,454) 9,230,551 (2,126,614) (2,130,114) - - (2,126,614) (2,130,114) - 20,457,987 - (590,444) - (1,025) (4,391,068) 26,966,955 Total equity $ $ (4,391,068) 26,966,955 (2,131,976) (2,131,976) - 4,117 (2,131,976) (2,127,859) - 6,130 - 5,510,145 - (141,042) (6,523,044) 30,214,329 losses Accumulated Accumulated losses	Total equity $ $ (2,264,454) 9,230,551 (2,126,614) (2,130,114) - - (2,126,614) (2,130,114) - 20,457,987 - (590,444) - (1,025) (4,391,068) 26,966,955 Total equity $ $ (4,391,068) 26,966,955 (2,131,976) (2,131,976) - 4,117 (2,131,976) (2,127,859) - 6,130 - 5,510,145 - (141,042) (6,523,044) 30,214,329 losses Accumulated Accumulated losses
(3,500) - - -	- 20,457,987 (590,444) -	- - - -	- - - (1,025)	(2,126,614) - - -	(2,130,114) 20,457,987 (590,444) (1,025)
(3,500)	31,361,523	-	-	(4,391,068)	26,966,955
$ (3,500) - - Non- controlling Interest	$ 31,361,523 - - Contributed Equity	$ - - - Reserve Option	$ - - 4,117 Foreign Currency Reserve
- - - -	- - 5,510,145 (141,042)	- 6,130 - -	4,117 - - -	(2,131,976) - - -	(2,127,859) 6,130 5,510,145 (141,042)
(3,500)	36,730,626	6,130	4,117	(6,523,044)	30,214,329

The above statement of changes in equity should be read in conjunction with the accompanying notes

Celamin Holdings NL Statement of cash flows For the year ended 30 June 2013

Celamin Holdings NL For the year ended 30 June 2013 Statement of cash flows
Note 28 8 Net increase/(decrease) in cash and cash equivalents Cash flows from financing activities Net cash used in investing activities Share issue transaction costs Payments for investments Proceeds from sale of investments Payments for exploration and evaluation Cash and cash equivalents at the beginning of the financial year Cash and cash equivalents at the end of the financial year Cash flows from investing activities Net cash from financing activities Proceeds from issue of shares Cash flows from operating activities Interest received Payments to suppliers and employees (inclusive of GST) Net cash used in operating activities Effects of exchange rate changes on cash Payments for property, plant and equipment Deposit received for sale of tenement	2013 2012 $ $ (1,843,497) (1,107,317) 53,485 45,892 (1,790,012) (1,061,425) - (200,000) - 140,000 10,000 - (26,439) (85,185) (5,151,387) (1,982,055) (5,167,826) (2,127,240) 5,510,145 5,957,988 (159,538) (590,445) 5,350,607 5,367,543 (1,607,231) 2,178,878 4,533,946 2,355,068 (34,992) - 2,891,723 4,533,946 Consolidated
	(1,790,012)	(1,061,425)
	- - 10,000 (26,439) (5,151,387)	(200,000) 140,000 - (85,185) (1,982,055)
	(5,167,826)	(2,127,240)
	5,510,145 (159,538)	5,957,988 (590,445)
	5,350,607	5,367,543
	(1,607,231) 4,533,946 (34,992)	2,178,878 2,355,068 -
	2,891,723	4,533,946

The above statement of cash flows should be read in conjunction with the accompanying notes

Celamin Holdings NL Notes to the financial statements 30 June 2013

Note 1. General information

The financial report covers Celamin Holdings NL as a consolidated entity consisting of Celamin Holdings NL and the entities it controlled. The financial report is presented in Australian dollars, which is Celamin Holdings NL's functional and presentation currency.

The financial report consists of the financial statements, notes to the financial statements and the directors' declaration.

Celamin Holdings NL is a listed public company, incorporated and domiciled in Australia. Its registered office and principal place of business is:

Level 4, 100 Albert Road South Melbourne VIC 3205 Australia

A description of the nature of the consolidated entity's operations and its principal activities are included in the directors' report, which is not part of the financial report.

The financial report was authorised for issue, in accordance with a resolution of directors, on 19 September 2013. The directors have the power to amend and reissue the financial report.

Note 2. Significant accounting policies

The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

New, revised or amending Accounting Standards and Interpretations adopted

The consolidated entity has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.

Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

Any significant impact on the accounting policies of the consolidated entity from the adoption of these Accounting Standards and Interpretations are disclosed below. The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the consolidated entity.

The following Accounting Standards and Interpretations are most relevant to the consolidated entity:

AASB 101 Presentation of Financial Statements as outlined in AASB 2011-9 Amendments to Australian Accounting Standards - Presentation of Items of Other Comprehensive Income

The consolidated entity has applied AASB 2011-9 amendments from 1 July 2012. The amendments requires grouping together of items within other comprehensive income on the basis of whether they will eventually be 'recycled' to the profit or loss (reclassification adjustments). The change provides clarity about the nature of items presented as other comprehensive income and the related tax presentation. The amendments also introduced the term 'Statement of profit or loss and other comprehensive income' clarifying that there are two discrete sections, the profit or loss section (or separate statement of profit or loss) and other comprehensive income section.

Basis of preparation

These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board ('IASB').

Celamin Holdings NL Notes to the financial statements 30 June 2013

Note 2. Significant accounting policies (continued)

Historical cost convention

The financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of available-for-sale financial assets, financial assets and liabilities at fair value through profit or loss, investment properties, certain classes of property, plant and equipment and derivative financial instruments.

Critical accounting estimates

The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the consolidated entity's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3.

Parent entity information

In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity only. Supplementary information about the parent entity is disclosed in note 24.

Principles of consolidation

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Celamin Holdings NL ('company' or 'parent entity') as at 30 June 2013 and the results of all subsidiaries for the year then ended. Celamin Holdings NL and its subsidiaries together are referred to in these financial statements as the 'consolidated entity'.

Subsidiaries are all those entities over which the consolidated entity has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one-half of the voting rights. The effects of potential exercisable voting rights are considered when assessing whether control exists. Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases.

Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the consolidated entity.

The acquisition of subsidiaries is accounted for using the acquisition method of accounting. Refer to the 'business combinations' accounting policy for further details. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent.

Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of profit or loss and other comprehensive income, statement of financial position and statement of changes in equity of the consolidated entity. Losses incurred by the consolidated entity are attributed to the non-controlling interest in full, even if that results in a deficit balance.

Where the consolidated entity loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The consolidated entity recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss.

Operating segments

Operating segments are presented using the 'management approach', where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is responsible for the allocation of resources to operating segments and assessing their performance.

Celamin Holdings NL Notes to the financial statements 30 June 2013

Note 2. Significant accounting policies (continued)

Foreign currency translation

The financial report is presented in Australian dollars, which is Celamin Holdings NL's functional and presentation currency.

Foreign currency transactions

Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

Foreign operations

The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting date. The revenues and expenses of foreign operations are translated into Australian dollars using the average exchange rates, which approximate the rate at the date of the transaction, for the period. All resulting foreign exchange differences are recognised in other comprehensive income through the foreign currency reserve in equity.

The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.

Revenue recognition

Revenue is recognised when it is probable that the economic benefit will flow to the consolidated entity and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable.

Interest

Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

Other revenue

Other revenue is recognised when it is received or when the right to receive payment is established.

Celamin Holdings NL Notes to the financial statements 30 June 2013

Note 2. Significant accounting policies (continued)

Income tax

The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable income tax rate for each jurisdiction, adjusted by changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:

When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or
When the taxable temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

The carrying amount of recognised and unrecognised deferred tax assets are reviewed each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset.

Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entity's which intend to settle simultaneously.

Cash and cash equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

Trade and other receivables

Other receivables are recognised at amortised cost, less any provision for impairment.

Property, plant and equipment

Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment (excluding land) over their expected useful lives as follows:

Plant and equipment 3-8 years

The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.

An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the consolidated entity. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. Any revaluation surplus reserve relating to the item disposed of is transferred directly to retained profits.

Celamin Holdings NL Notes to the financial statements 30 June 2013

Note 2. Significant accounting policies (continued)

Exploration and evaluation assets

Exploration and evaluation expenditure in relation to separate areas of interest for which rights of tenure are current is carried forward as an asset in the statement of financial position where it is expected that the expenditure will be recovered through the successful development and exploitation of an area of interest, or by its sale; or exploration activities are continuing in an area and activities have not reached a stage which permits a reasonable estimate of the existence or otherwise of economically recoverable reserves. Where a project or an area of interest has been abandoned, the expenditure incurred thereon is written off in the year in which the decision is made.

Impairment of non-financial assets

Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds it recoverable amount.

Receoverable amount is the higher of an asset's fair value less costs to sell and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit.

Trade and other payables

These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.

Employee benefits

Share-based payments

Equity-settled and cash-settled share-based compensation benefits are provided to employees.

Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the share price.

The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the consolidated entity receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.

The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.

Celamin Holdings NL Notes to the financial statements 30 June 2013

Note 2. Significant accounting policies (continued)

The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying either the Binomial or Black-Scholes option pricing model, taking into consideration the terms and conditions on which the award was granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows:

during the vesting period, the liability at each reporting date is the fair value of the award at that date multiplied by the expired portion of the vesting period.
from the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the reporting date.

All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid to settle the liability.

Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied.

If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.

If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the consolidated entity or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.

If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification.

Issued capital

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Dividends

Dividends are recognised when declared during the financial year and no longer at the discretion of the company.

Celamin Holdings NL Notes to the financial statements 30 June 2013

Note 2. Significant accounting policies (continued)

Business combinations

The acquisition method of accounting is used to account for business combinations regardless of whether equity instruments or other assets are acquired.

The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments issued or liabilities incurred by the acquirer to former owners of the acquiree and the amount of any noncontrolling interest in the acquiree. For each business combination, the non-controlling interest in the acquiree is measured at either fair value or at the proportionate share of the acquiree's identifiable net assets. All acquisition costs are expensed as incurred to profit or loss.

On the acquisition of a business, the consolidated entity assesses the financial assets acquired and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic conditions, the consolidated entity's operating or accounting policies and other pertinent conditions in existence at the acquisition-date.

Where the business combination is achieved in stages, the consolidated entity remeasures its previously held equity interest in the acquiree at the acquisition-date fair value and the difference between the fair value and the previous carrying amount is recognised in profit or loss.

Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date fair value. Subsequent changes in the fair value of contingent consideration classified as an asset or liability is recognised in profit or loss. Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity.

The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non-controlling interest in the acquiree and the fair value of the consideration transferred and the fair value of any pre-existing investment in the acquiree is recognised as goodwill. If the consideration transferred and the pre-existing fair value is less than the fair value of the identifiable net assets acquired, being a bargain purchase to the acquirer, the difference is recognised as a gain directly in profit or loss by the acquirer on the acquisition-date, but only after a reassessment of the identification and measurement of the net assets acquired, the non-controlling interest in the acquiree, if any, the consideration transferred and the acquirer's previously held equity interest in the acquirer.

Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the provisional amounts recognised and also recognises additional assets or liabilities during the measurement period, based on new information obtained about the facts and circumstances that existed at the acquisition-date. The measurement period ends on either the earlier of (i) 12 months from the date of the acquisition or (ii) when the acquirer receives all the information possible to determine fair value.

Earnings per share

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to the owners of Celamin Holdings NL, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

Celamin Holdings NL Notes to the financial statements 30 June 2013

Note 2. Significant accounting policies (continued)

Goods and Services Tax ('GST') and other similar taxes

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.

New Accounting Standards and Interpretations not yet mandatory or early adopted

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the consolidated entity for the annual reporting period ended 30 June 2013. The consolidated entity's assessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the consolidated entity, are set out below.

AASB 9 Financial Instruments, 2009-11 Amendments to Australian Accounting Standards arising from AASB 9, 20107 Amendments to Australian Accounting Standards arising from AASB 9 and 2012-6 Amendments to Australian Accounting Standards arising from AASB 9

This standard and its consequential amendments are applicable to annual reporting periods beginning on or after 1 January 2015 and completes phase I of the IASB's project to replace IAS 39 (being the international equivalent to AASB 139 'Financial Instruments: Recognition and Measurement'). This standard introduces new classification and measurement models for financial assets, using a single approach to determine whether a financial asset is measured at amortised cost or fair value. The accounting for financial liabilities continues to be classified and measured in accordance with AASB 139, with one exception, being that the portion of a change of fair value relating to the entity’s own credit risk is to be presented in other comprehensive income unless it would create an accounting mismatch. The consolidated entity will adopt this standard from 1 July 2015 but its adoption is not expected to have a significant impact in reporting the performance or the position of the consolidated entity.

AASB 10 Consolidated Financial Statements

This standard is applicable to annual reporting periods beginning on or after 1 January 2013. The standard has a new definition of 'control'. Control exists when the reporting entity is exposed, or has the rights, to variable returns (e.g. dividends, remuneration, returns that are not available to other interest holders including losses) from its involvement with another entity and has the ability to affect those returns through its 'power' over that other entity. A reporting entity has power when it has rights (e.g. voting rights, potential voting rights, rights to appoint key management, decision making rights, kick out rights) that give it the current ability to direct the activities that significantly affect the investee’s returns (e.g. operating policies, capital decisions, appointment of key management). The consolidated entity will not only have to consider its holdings and rights but also the holdings and rights of other shareholders in order to determine whether it has the necessary power for consolidation purposes. The adoption of this standard from 1 July 2013 would only have an impact where the consolidated entity has a holding of less than 50% in an entity, has de facto control, and is not currently consolidating that entity. The consolidated entity has no such investments and therefore the adoption of the standard will not have a material impact on the consolidated entity.

AASB 11 Joint Arrangements

This standard is applicable to annual reporting periods beginning on or after 1 January 2013. The standard defines which entities qualify as joint ventures and removes the option to account for joint ventures using proportional consolidation. Joint ventures, where the parties to the agreement have the rights to the net assets will use equity accounting. Joint operations, where the parties to the agreements have the rights to the assets and obligations for the liabilities will account for the assets, liabilities, revenues and expenses separately, according to the relevant standards. The adoption of this standard from 1 July 2013 will not have a material impact on the consolidated entity.

Celamin Holdings NL Notes to the financial statements 30 June 2013

Note 2. Significant accounting policies (continued)

AASB 12 Disclosure of Interests in Other Entities

This standard is applicable to annual reporting periods beginning on or after 1 January 2013. It contains the entire disclosure requirement associated with other entities, being subsidiaries, associates and joint ventures. The disclosure requirements have been significantly enhanced when compared to the disclosures previously located in AASB 127 'Consolidated and Separate Financial Statements', AASB 128 'Investments in Associates', AASB 131 'Interests in Joint Ventures' and Interpretation 112 'Consolidation - Special Purpose Entities'. The adoption of this standard from 1 July 2013 will not have a material impact on the consolidated entity.

AASB 13 Fair Value Measurement and AASB 2011-8 Amendments to Australian Accounting Standards arising from AASB 13

This standard and its consequential amendments are applicable to annual reporting periods beginning on or after 1 January 2013. The standard provides a single robust measurement framework, with clear measurement objectives, for measuring fair value using the 'exit price' and it provides guidance on measuring fair value when a market becomes less active. The 'highest and best use' approach would be used to measure assets whereas liabilities would be based on transfer value. As the standard does not introduce any new requirements for the use of fair value, its impact on adoption by the consolidated entity from 1 July 2013 should be minimal, although there will be increased disclosures where fair value is used.

Note 3. Critical accounting judgements, estimates and assumptions

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.

Estimation of useful lives of assets

The consolidated entity determines the estimated useful lives and related depreciation and amortisation charges for its property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written down.

Recovery of deferred tax assets

Deferred tax assets are recognised for deductible temporary differences only if the consolidated entity considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Business combinations

As discussed in note 2, business combinations are initially accounted for on a provisional basis. The fair value of assets acquired, liabilities and contingent liabilities assumed are initially estimated by the consolidated entity taking into consideration all available information at the reporting date. Fair value adjustments on the finalisation of the business combination accounting is retrospective, where applicable, to the period the combination occurred and may have an impact on the assets and liabilities, depreciation and amortisation reported.

Exploration and evaluation costs

At each reporting date, the directors review the carrying value of each area of interest, with reference to the indicators of impairment outlined in AASB 6 - Exploration for and Evaluation of Mineral Resources. The directors also consider whether the expenditure on each area of interest qualify for treatment under the requirements of AASB 6.

Celamin Holdings NL Notes to the financial statements 30 June 2013

Note 4. Operating segments

The consolidated entity operated predominantly as an explorer for phosphate and minerals with exploration activities being performed in northern Africa.

AASB 8 requires operating segments to be identified on the basis of internal reports about the components of the consolidated entity that are regularly reviewed by the Chief Operating Decision Makers in order to allocate resources to the segment and to assess its performance. The Board of Directors reviews the consolidated entity as a whole in the business segment of phosphate and mineral exploration.

Geographical information

Tunisia Algeria Australia	2013 2012 $ $ - - - - - - - - Sales to external customers	2013 2012 $ $ - - - - - - - - Sales to external customers	2013 2012 $ $ 3,066,667 4,795,899 27,813,864 22,757,503 - 350,576 30,880,531 27,903,978 Geographical non-current assets	2013 2012 $ $ 3,066,667 4,795,899 27,813,864 22,757,503 - 350,576 30,880,531 27,903,978 Geographical non-current assets
	-	-	30,880,531	27,903,978

The geographical non-current assets above are exclusive of, where applicable, financial instruments, deferred tax assets, post employment benefits assets and rights under insurance contracts.

Note 5. Revenue

Loss before income tax includes the following specific expenses: Interest revenue - bank deposits Employee benefits expense Note 6. Expenses Superannuation	2013 2012 $ $ 53,388 45,567 2013 2012 $ $ 18,651 22,960 Consolidated Consolidated

Celamin Holdings NL Notes to the financial statements 30 June 2013

Note 7. Income tax expense

Note 7. Income tax expense
- - - - Movement in provisions Accrued expenses Loss before income tax expense Share-based payments Deductible capital raising costs Unused tax losses for which no deferred tax asset has been recognised Tax losses not recognised Loss on sale of investments Numerical reconciliation of income tax expense and tax at the statutory rate Tax effect amounts which are not deductible/(taxable) in calculating taxable income: Prepaid expenses Other timing differences Income tax expense Incorporation fees Deductible capitalised exploration expenditure Potential tax benefit @ 30% Tax losses not recognised Tax at the statutory tax rate of 30%	2013 2012 $ $ (2,131,976) (2,130,114) (639,593) (639,034) 1,839 - - 18,000 3,721 1,075 9,297 - 482 (641) (624,254) (620,600) (1,249,618) (198,300) (105,032) (96,569) (6,259) (3,488) (232) (232) 1,985,395 919,189 - - 15,051,630 8,433,648 4,515,489 2,530,094 Consolidated
	(639,593) 1,839 - 3,721 9,297 482	(639,034) - 18,000 1,075 - (641)
	(624,254) (1,249,618) (105,032) (6,259) (232) 1,985,395	(620,600) (198,300) (96,569) (3,488) (232) 919,189
	-	-
	15,051,630	8,433,648
	4,515,489	2,530,094

The above potential tax benefit for tax losses has not been recognised in the statement of financial position. These tax losses can only be utilised in the future if the continuity of ownership test is passed, or failing that, the same business test is passed.

The taxation benefits of tax losses and temporary differences not brought to account will only be obtained if:

i) the consolidated entity derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the losses to be realised;

ii) the consolidated entity continues to comply with the conditions for deductibility imposed by law; and

iii) no change in tax legislation adversely affects the consolidated entity in realizing the benefits from deducting the losses.

In respect of the activities in Tunisia, the current Mining Code of the Republic of Tunisia provides the holder of exploration permits with a five year exemption from payment of income tax following the commencement of effective exploitation.

Celamin Holdings NL Notes to the financial statements 30 June 2013

Note 7. Income tax expense (continued)

Note 7. Income tax expense (continued)
- - Deferred tax assets not recognised comprises temporary differences attributable to: Deferred tax assets not recognised Total deferred tax assets not recognised Tax losses Other temporary differences	2013 2012 $ $ 4,515,489 2,530,094 (2,576,788) (1,229,148) 1,938,701 1,300,946 Consolidated
	1,938,701	1,300,946

The above potential tax benefit, which excludes tax losses, for deductible temporary differences has not been recognised in the statement of financial position as the recovery of this benefit is uncertain.

Note 8. Current assets - cash and cash equivalents

Cash at bank	2013 2012 $ $ 2,891,723 4,533,946 Consolidated

Note 9. Current assets - trade and other receivables

- - GST receivable Trade and other receivables	2013 2012 $ $ 3,390 52,500 32,834 47,795 36,224 100,295 Consolidated

The average credit period on trade and other receivables is 30 days. Due to the short term nature of the receivables their carrying value is assumed to approximate their fair value. No collateral or security is held. No interest is charged on the receivables.

Celamin Holdings NL Notes to the financial statements 30 June 2013

Note 10. Current assets - other

- - Prepayments Deposits supporting bank guarantees Security deposits	2013 2012 $ $ 533,629 11,628 21,883 21,883 42,705 42,705 598,217 76,216 Consolidated

Prepayments amounting to $501,137 (2012: $nil) have been included as payments for exploration and evaluation in cash flows from investing activities in the statement of cash flows.

Note 11. Non-current assets - property, plant and equipment

Note 11. Non-current assets - property, plant and equipment
- - - - - - Plant and equipment - at cost Less: Accumulated depreciation Motor vehicles - at cost Less: Accumulated depreciation	2013 2012 $ $ 88,164 61,725 (31,569) (8,682) 56,595 53,043 42,601 42,601 (18,302) (10,202) 24,299 32,399 80,894 85,442 Consolidated
	56,595	53,043
	42,601 (18,302)	42,601 (10,202)
	24,299	32,399
	80,894	85,442

Reconciliations

Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:

$ $ $ $ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Disposals Balance at 30 June 2013 Balance at 1 July 2011 Additions Depreciation expense Consolidated Balance at 30 June 2012 Additions through business combinations Depreciation expense	$ 202,633 88,600 (164,256) (41,535) Plant and Equipment	Total $ 202,633 88,600 (164,256) (41,535)
	85,442 26,439 (30,987)	85,442 26,439 (30,987)
	80,894	80,894

Celamin Holdings NL Notes to the financial statements 30 June 2013

Note 12. Non-current assets - exploration and evaluation

Exploration and evaluation assets	2013 2012 $ $ 27,273,473 23,108,079 Consolidated

Reconciliations

Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:

$ $ $ $ - - - - - - - - - - - - Balance at 30 June 2013 Additions through business combinations Balance at 30 June 2012 Additions Consolidated Balance at 1 July 2011 Write off of assets Additions Write off of assets	Total $ $ 3,000,320 3,000,320 662,752 662,752 19,446,758 19,446,758 (1,751) (1,751) 23,108,079 23,108,079 4,602,959 4,602,959 (437,565) (437,565) 27,273,473 27,273,473 Exploration & Evaluation

The recoverability of the carrying amount of exploration and evaluation assets is dependent on the successful exploration and sale of phosphate and base metals across the permits held by the consolidated entity. Capitalised costs amounting to $4,650,250 (2012: $1,982,055) have been included in cash flows from investing activities in the statement of cash flows.

Exploration and evaluation expenditure relating to Algeria was fully impaired during the financial year following the withdrawal from the Algeria JV project.

Note 13. Current liabilities - trade and other payables

Note 13. Current liabilities - trade and other payables
- - Other payables Trade payables	2013 2012 $ $ 589,162 896,661 46,049 40,362 635,211 937,023 Consolidated
	635,211	937,023

Refer to note 18 for further information on financial instruments.

Celamin Holdings NL Notes to the financial statements 30 June 2013

Note 14. Equity - issued capital

2013 2012 Securities Securities 188,671,986 151,746,177 14,887,796 15,471,296 101,342,939 25,367,001 304,902,721 192,584,474 No of shares 47,289,508 4,666,669 2,000,000 72,500,000 25,290,000 151,746,177 583,500 8,975 36,333,334 188,671,986 No of shares - 5,626,801 4,200,000 7,500,000 800,000 (316,900) (92,500) (246,105) (2,000,000) 15,471,296 (583,500) 14,887,796 Conversion of partly paid shares Issue of shares to Celamin Ltd vendors 30 November 2010 Conversion to fully paid share capital 10 July 2012 to 16 Oct 2012 2 May 2011 30 June 2013 Issue of Partly paid shares to Celamin Ltd Conversion to fully paid share capital Balance Details Movements in ordinary share capital 1 July 2011 4 January 2012 Conversion of options 30 June 2012 12 June 2012 20 August 2011 Balance Less capital raising costs Ordinary shares - fully paid Placement 4 January 2012 Details Conversion of partly paid shares Balance 30 November 2010 Date Balance 30 June 2013 Less capital raising costs Consolidated 10 July 2012 to 16 Oct 2012 Balance 11-16 July 2012 23 May 2011 Issue of shares under Prospectus 12 Feb 2013 to 3 June 2013 Conversion to fully paid share capital Partly paid shares Issue of Partly Paid shares Placement Balance 16 June 2011 Conversion to fully paid share capital Issue of Partly paid shares 4 January 2012 1 July 2011 Options over shares Movements in partly paid shares 30 June 2012 Issue of Partly paid shares 29 July 2011 Conversion to fully paid share capital Date 12 June 2012	2013 2012 Securities Securities 188,671,986 151,746,177 14,887,796 15,471,296 101,342,939 25,367,001 304,902,721 192,584,474 No of shares 47,289,508 4,666,669 2,000,000 72,500,000 25,290,000 151,746,177 583,500 8,975 36,333,334 188,671,986 No of shares - 5,626,801 4,200,000 7,500,000 800,000 (316,900) (92,500) (246,105) (2,000,000) 15,471,296 (583,500) 14,887,796 Conversion of partly paid shares Issue of shares to Celamin Ltd vendors 30 November 2010 Conversion to fully paid share capital 10 July 2012 to 16 Oct 2012 2 May 2011 30 June 2013 Issue of Partly paid shares to Celamin Ltd Conversion to fully paid share capital Balance Details Movements in ordinary share capital 1 July 2011 4 January 2012 Conversion of options 30 June 2012 12 June 2012 20 August 2011 Balance Less capital raising costs Ordinary shares - fully paid Placement 4 January 2012 Details Conversion of partly paid shares Balance 30 November 2010 Date Balance 30 June 2013 Less capital raising costs Consolidated 10 July 2012 to 16 Oct 2012 Balance 11-16 July 2012 23 May 2011 Issue of shares under Prospectus 12 Feb 2013 to 3 June 2013 Conversion to fully paid share capital Partly paid shares Issue of Partly Paid shares Placement Balance 16 June 2011 Conversion to fully paid share capital Issue of Partly paid shares 4 January 2012 1 July 2011 Options over shares Movements in partly paid shares 30 June 2012 Issue of Partly paid shares 29 July 2011 Conversion to fully paid share capital Date 12 June 2012	2013 2012 $ $ 34,859,671 29,490,568 17,285 17,285 1,853,670 1,853,670 36,730,626 31,361,523 Issue price $ 9,623,025 $0.15 699,987 $0.10 200,000 $0.20 14,500,000 $0.20 5,058,000 (590,444) 29,490,568 $0.10 58,350 $0.20 1,795 $0.15 5,450,000 (141,042) 34,859,671 Issue price $ 2,100 $0.00 3,485 $0.00 4,200 $0.00 7,500 $0.00 - $0.10 - $0.10 - $0.10 - $0.10 - 17,285 $0.10 - 17,285 Consolidated	2013 2012 $ $ 34,859,671 29,490,568 17,285 17,285 1,853,670 1,853,670 36,730,626 31,361,523 Issue price $ 9,623,025 $0.15 699,987 $0.10 200,000 $0.20 14,500,000 $0.20 5,058,000 (590,444) 29,490,568 $0.10 58,350 $0.20 1,795 $0.15 5,450,000 (141,042) 34,859,671 Issue price $ 2,100 $0.00 3,485 $0.00 4,200 $0.00 7,500 $0.00 - $0.10 - $0.10 - $0.10 - $0.10 - 17,285 $0.10 - 17,285 Consolidated
304,902,721	192,584,474	36,730,626	31,361,523
	No of shares 47,289,508 4,666,669 2,000,000 72,500,000 25,290,000	Issue price $0.15 $0.10 $0.20 $0.20 $0.10 $0.20 $0.15 Issue price $0.00 $0.00 $0.00 $0.00 $0.10 $0.10 $0.10 $0.10 $0.10	$ 9,623,025 699,987 200,000 14,500,000 5,058,000 (590,444)
	151,746,177 583,500 8,975 36,333,334		29,490,568 58,350 1,795 5,450,000 (141,042)
	188,671,986		34,859,671
	No of shares - 5,626,801 4,200,000 7,500,000 800,000 (316,900) (92,500) (246,105) (2,000,000)		$ 2,100 3,485 4,200 7,500 - - - - -
	15,471,296 (583,500)		17,285 -
	14,887,796		17,285

Celamin Holdings NL Notes to the financial statements 30 June 2013

Note 14. Equity - issued capital (continued)

Movements in options issued

1 July 2011 Details Issue of ESOP options 11-16 July 2012 Balance 30 June 2013 Balance 30 June 2012 Conversion to fully paid share capital Issue of bonus options 30 July 2012 14 June 2013 Date Balance	No of options $ 25,367,001 1,853,670 25,367,001 1,853,670 (8,975) - 75,984,913 - 4,150,000 - 105,492,939 1,853,670

Ordinary shares

Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the company does not have a limited amount of authorised capital.

On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.

Partly paid shares

Partly paid shares do not entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion to the number of and amounts paid on the shares held.

Partly paid shares do not have any voting rights.

Options

Options do not entitle the holder to participate in dividends and the proceeds on the winding up of the company.

Option holders do not have any voting rights.

Share buy-back

There is no current on-market share buy-back.

Capital risk management

The consolidated entity's objectives when managing capital are to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital.

The consolidated entity may issue new shares in order to provide a sufficient level of funding for its phosphate projects whilst maintaining an appropriate capital structure and sound gearing.

The consolidated entity would look to raise capital when an opportunity to invest in a business or company was seen as value adding relative to the current parent entity's share price at the time of the investment. The consolidated entity is not actively pursuing additional investments in the short term as it continues to integrate and grow its existing businesses in order to maximise synergies.

The capital risk management policy remains unchanged from the 30 June 2012 Annual Report.

Celamin Holdings NL Notes to the financial statements 30 June 2013

Note 15. Equity - reserves

- $ - - Option	2013 2012 $ $ 4,117 - 6,130 - 10,247 - Total $ $ 1,025 1,025 (1,025) (1,025) - - 4,117 4,117 - 6,130 4,117 10,247 Foreign Currency Consolidated	2013 2012 $ $ 4,117 - 6,130 - 10,247 - Total $ $ 1,025 1,025 (1,025) (1,025) - - 4,117 4,117 - 6,130 4,117 10,247 Foreign Currency Consolidated
	10,247	-
	$ 1,025 (1,025) Foreign Currency	Total $ 1,025 (1,025)
- - 6,130	- 4,117 -	- 4,117 6,130
6,130	4,117	10,247

Foreign currency reserve

The reserve is used to recognise exchange differences arising from translation of the financial statements of foreign operations to Australian dollars. It is also used to recognise gains and losses on hedges of the net investments in foreign operations.

Share-based payments reserve

The reserve is used to recognise the value of equity benefits provided to employees and directors as part of their remuneration, and other parties as part of their compensation for services.

Note 16. Equity - non-controlling interest

- - Note 17. Equity - dividends Accumulated losses	2013 2012 $ $ (3,500) (3,500) Consolidated	2013 2012 $ $ (3,500) (3,500) Consolidated

There were no dividends paid or declared during the current or previous financial year.

The Company does not have franking credits available for subsequent financial years.

Celamin Holdings NL Notes to the financial statements 30 June 2013

Note 18. Financial instruments

Financial risk management objectives

The consolidated entity's activities expose it to a variety of financial risks: market risk (including foreign currency risk, price risk and interest rate risk), credit risk and liquidity risk. The consolidated entity's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the consolidated entity.

Risk management is carried out by the Board of Directors ('the Board'). The methods include identification and analysis of the risk exposure of the consolidated entity and appropriate procedures, controls and risk limits. The Board identifies and evaluates financial risks within the consolidated entity's operating units.

Market risk

Foreign currency risk

The consolidated entity undertakes certain transactions denominated in foreign currency and are exposed to foreign currency risk through foreign exchange rate fluctuations.

Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial liabilities denominated in a currency that is not the entity’s functional currency. The risk is measured using sensitivity analysis and cash flow forecasting.

Price risk

The consolidated entity is not exposed to any significant price risk.

Interest rate risk

The consolidated entity's only exposure to interest rate risk is primarily in relation to short-term deposits held which are held with reputable financial institutions.

As at the reporting date, the consolidated entity had the following variable rate cash and deposits:

			2013		2012	2012
			Weighted		Weighted
			average		average
			interest rate	Balance	interest rate	Balance
			%	$	%	$
Consolidated
Cash at bank			2.75	2,891,723	4.36	4,533,946
Net exposure to cash flow interest rate risk				2,891,723		4,533,946
	Basis	points increase		Basis points decrease
	Basis	Effect on		Basis	Effect on
	points	profit	Effect on	points	profit	Effect on
Consolidated - 2013	change	before tax	equity	change	before tax	equity
Cash at bank	55	15,904	15,904	55	(15,904)	(15,904)
	Basis	points increase		Basis points decrease
	Basis	Effect on		Basis	Effect on
	points	profit	Effect on	points	profit	Effect on
Consolidated - 2012	change	before tax	equity	change	before tax	equity
Cash at bank	131	59,395	59,395	131	(59,395)	(59,395)

Celamin Holdings NL Notes to the financial statements 30 June 2013

Note 18. Financial instruments (continued)

Credit risk

Credit risk is the risk that the other party to a financial instrument will fail to discharge their obligations resulting in financial loss to the consolidated entity. This usually ocurs when debtors or counterparties to contracts fail to settle their obligations owing to the consolidated entity. The consolidated entity's main credit risk is associated with bank default. However the consolidated entity holds most of its cash with solid banking institutions.

Liquidity risk

Vigilant liquidity risk management requires the consolidated entity to maintain sufficient liquid assets (mainly cash and cash equivalents) and available borrowing facilities to be able to pay debts as and when they become due and payable.

The consolidated entity manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities. At 30 June 2013 the consolidated entity had working capital of $2,867,976 (2012: $3,773,434).

Remaining contractual maturities

The following tables detail the consolidated entity's remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.

1 year or less $ 589,162 46,049	Between 1 and 2 years $ - -	Between 2 and 5 years $ - -
635,211	-	-
1 year or less $ 896,661 40,362	Between 1 and 2 years $ - -	Between 2 and 5 years $ - -
937,023	-	-

The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.

Fair value of financial instruments

Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value. The carrying amounts of trade receivables and trade payables are assumed to approximate their fair values due to their short-term nature. The fair value of financial liabilities is estimated by discounting the remaining contractual maturities at the current market interest rate that is available for similar financial instruments.

Celamin Holdings NL Notes to the financial statements 30 June 2013

Note 19. Key management personnel disclosures

Directors

The following persons were directors of Celamin Holdings NL during the financial year:

Key Management Personnel Comment Mr David Regan - Executive Director Ms Melanie Leydin - Non-executive Director Resigned as a director 18 October 2012, Co. Secretary for entire period Mr Martin Broome - Non-executive Director The Hon. Andrew Thomson - Non-executive Chairman Resigned 30 Aug 2012, re-appointed 9 October 2012 Mr Russell Luxford - Executive Director Appointed 26 October 2012 Mr Gary Scanlan - Non-executive Director Appointed 18 October 2012

Other key management personnel

The following persons also had the authority and responsibility for planning, directing and controlling the major activities of the consolidated entity, directly or indirectly, during the financial year:

Mr Timothy Regan Lawyer Mr Nadir Sekfali Project Director Mr Luc Coussement Project Director, appointed 22 April 2013

Compensation

The aggregate compensation made to directors and other members of key management personnel of the consolidated entity is set out below:

- - Termination benefits Share-based payments Post-employment benefits Short-term employee benefits	2013 2012 $ $ 904,317 543,638 18,650 22,512 - 304,910 4,431 - 927,398 871,060 Consolidated	2013 2012 $ $ 904,317 543,638 18,650 22,512 - 304,910 4,431 - 927,398 871,060 Consolidated
	927,398	871,060

Shareholding

The number of shares in the parent entity held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below:

Mr D Regan Mr N Sekfali Ms M Leydin Ordinary shares Mr G Scanlan Mr A Thomson * 2013* Mr D Regan Mr T Regan ***	Balance at the start of the year 41,550,871 333,334 10,000 - 2,088,421 2,010,000 7,394,300	Received as part of remuneration - - - - - - -	Additions - 234,200 - 3,300,000 - - -	Balance at Disposals/ the end of other the year 41,550,871 - 567,534 10,000 - 3,300,000 - 2,088,421 - 2,010,000 - 7,394,300 - 56,921,126
	53,386,926	-	3,534,200

Partly paid shares
** Resigned on 30 August 2012, reappointed 9 October 2012 *** Determined to be Key Management Personnel from 1 July 2012

Celamin Holdings NL Notes to the financial statements 30 June 2013

Note 19. Key management personnel disclosures (continued)

Ordinary shares Mr K Nichol Mr P Avery Mr M Trifunovic Mr D Regan Mr P Avery * 2012 Mr D Regan Ms M Leydin Mr A Thomson Mr M Trifunovic	Balance at the start of the year 1,362,806 - - 2,850,001 30,000 3,010,001 4,088,421 6,000 602,000	Received as part of remuneration - - - - - - - - -	Additions 40,188,065 333,334 10,000 - - - - - -	Balance at Disposals/ the end of other the year 41,550,871 - 333,334 10,000 (2,850,001) - (30,000) - (3,010,001) - (2,000,000) 2,088,421 (6,000) - (602,000) - (8,498,002) 43,982,626
	11,949,229	-	40,531,399

Director resigned on 18 November 2011
** Partly paid shares

Option holding

The number of options over ordinary shares in the parent entity held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below:

Ms M Leydin 2013 Mr D Regan Mr T Regan Options over ordinary shares Mr A Thomson Mr L Coussement * Mr N Sekfali *	Balance at the start of the year 2,725,613 - - - 792,953 -	Granted 20,785,775 166,667 5,000 1,000,000 1,000,000 1,000,000	Exercised - - - - - -	Expired/ Balance at forfeited/ the end of other the year (20,785,775) 2,725,613 (166,667) - (5,000) - - 1,000,000 - 1,792,953 - 1,000,000 (20,957,442) 6,518,566
	3,518,566	23,957,442	-

Resigned on 30 August 2012, reappointed 9 October 2012
** 20,957,442 listed options, issued as part of a pro-rata Loyalty Bonus options issue to existing shareholders in 30 July 2012, expired on 28 June 2013.
*** 3,000,000 options with an expiry date of 31 May 2018 and an exercise price of $0.20 were granted to key management personnel on 14 June 2013. 1,500,000 of these options vest on 1 June 2015 and 1,500,000 options vest on 1 June 2016.

Mr K Nichol Mr P Avery Mr D Regan Options over ordinary shares 2012 Mr M Trifunovic *	Balance at the start of the year 2,725,613 275,000 245,416 205,000	Granted - - - -	Exercised - - - -	Expired/ Balance at forfeited/ the end of other the year - 2,725,613 (275,000) - (245,416) - (205,000) - (725,416) 2,725,613
	3,451,029	-	-

Resigned on 18 November 2011

Celamin Holdings NL Notes to the financial statements 30 June 2013

Note 20. Remuneration of auditors

During the financial year the following fees were paid or payable for services provided by Grant Thornton Audit Pty Ltd, the auditor of the company, and its network firms:

Audit or review of the financial statements Audit services - Grant Thornton Audit Pty Ltd Audit or review of the financial statements Audit services - Andrew Frewin Stewart	2013 2012 $ $ 43,000 - - 19,800 Consolidated	2013 2012 $ $ 43,000 - - 19,800 Consolidated
	-	19,800

At the Annual General Meeting on 20 November 2012 Andrew Frewin Stewart resigned auditor to the consolidated entity, and Grant Thornton was appointed.

Note 21. Contingent liabilities

The consolidated entity did not have contingent liabilities at 30 June 2013 or 30 June 2012.

Note 22. Commitments

Committed at the reporting date but not recognised as liabilities, payable: Committed at the reporting date but not recognised as liabilities, payable: Exploration Tenements Within one year One to five years Lease commitments - operating	2013 2012 $ $ 76,551 - 1,112,920 190,003 Consolidated	2013 2012 $ $ 76,551 - 1,112,920 190,003 Consolidated
	1,112,920	190,003

In order to maintain current rights of tenure to the permits held by Celamin Limited, the consolidated entity is required to outlay rentals and to meet the minimum expenditure requirements as required by the local jurisdictions. Minimum expenditure commitments may be subject to renegotiation and with approval may otherwise be avoided by sale, farm out or relinquishment. These obligations are not provided in the accounts and were not payable during the reporting period.

Minimum expenditure, as required by the terms of the permits, has been reached on both Bir El Afou and Chaketma. There are commitments in respect of these permits of $270,213 (2012: $nil) and $638,906 (2012: $nil) respectively. Commitments of $203,801 (2012: $190,003) relates the consolidated entity's 50% share of the outstanding expenditure on the three Base Metals permits (Sidi Driss, Oued El Maden and El Haouaria).

Celamin Holdings NL Notes to the financial statements 30 June 2013

Note 23. Related party transactions

Parent entity

Celamin Holdings NL is the parent entity.

Subsidiaries

Interests in subsidiaries are set out in note 25.

Key management personnel

Disclosures relating to key management personnel are set out in note 19 and the remuneration report in the directors' report.

Transactions with related parties

There were no transactions with related parties during the current and previous financial year.

Receivable from and payable to related parties

There were no trade receivables from or trade payables to related parties at the current and previous reporting date.

Loans to/from related parties

There were no loans to or from related parties at the current and previous reporting date.

Note 24. Parent entity information

Set out below is the supplementary information about the parent entity.

Statement of profit or loss and other comprehensive income

Accumulated losses Total current liabilities Total assets Total equity Statement of financial position Total comprehensive income Issued capital Total liabilities Equity Total current assets Loss after income tax	2013 2012 $ $ (2,206,926) (2,005,635) (2,206,926) (2,005,635) 2013 2012 $ $ 2,148,296 3,136,223 30,362,823 27,363,678 140,480 268,377 148,494 268,377 36,730,626 31,361,523 (6,516,297) (4,266,222) 30,214,329 27,095,301 Parent Parent	2013 2012 $ $ (2,206,926) (2,005,635) (2,206,926) (2,005,635) 2013 2012 $ $ 2,148,296 3,136,223 30,362,823 27,363,678 140,480 268,377 148,494 268,377 36,730,626 31,361,523 (6,516,297) (4,266,222) 30,214,329 27,095,301 Parent Parent
	30,362,823	27,363,678
	140,480	268,377
	148,494	268,377
	36,730,626 (6,516,297)	31,361,523 (4,266,222)
	30,214,329	27,095,301

Guarantees entered into by the parent entity in relation to the debts of its subsidiaries The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2013 and 30 June 2012.

Celamin Holdings NL Notes to the financial statements 30 June 2013

Note 24. Parent entity information (continued)

Contingent liabilities

The parent entity had no contingent liabilities at 30 June 2013 and 30 June 2012.

Capital commitments - Property, plant and equipment

Refer to Note 22 for details of commitments. All commitments in that note relate to the parent entity.

Included in assets for the parent entity are investments in subsidiaries, carried at $17,877,454 and a loan receivable from its subsidiary of $8,348,475. The loan is not interest bearing and no repayment terms have been fixed.

Significant accounting policies

The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 2, except for the following:

Investments in subsidiaries are accounted for at cost, less any impairment.
Investments in associates are accounted for at cost, less any impairment.

Note 25. Subsidiaries

The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 2:

		Equity	holding
	Country of	2013	2012
Name of entity	incorporation	%	%
Celamin Limited	Australia	100.00	100.00
Vic Gold Mines Pty Ltd*	Australia	100.00	100.00
Celamin Tunisia Ltd**	Malta	100.00	100.00
Numidia Phosphate SA**	Tunisia	80.00	80.00
Celamin Algeria WWL**	Bahrain	100.00	100.00

Incorporated on 16 November 2010. The company was deregistered by ASIC on 31 July 2013.
** Acquired as part of the acquisition of Celamin Limited on 12 June 2012.

Celamin Holdings NL Notes to the financial statements 30 June 2013

Note 26. Deed of cross guarantee

The following entities are party to a deed of cross guarantee under which each company guarantees the debts of the others:

Celamin Holdings NL Celamin Limited

By entering into the deed, the wholly-owned entities have been relieved from the requirement to prepare a financial report and directors' report under Class Order 98/1418 (as amended) issued by the Australian Securities and Investments Commission ('ASIC'). It is a condition of the Class Order that the Company and each of its subsidiaries enter into a Deed of Cross Guarantee. The effect of the Deed is that the Company guarantees to each creditor payment in full of any debt in the event of winding up of any of the subsidiaries under certain provisions of the Corporations Act 2001. If a winding up occurs under the provisions of the Act, the Company will only be liable in the event that after six months any creditor has not been paid in full. The subsidiaries have also given similar guarantees in the event that the Company is wound up.

The above companies represent a 'Closed Group' for the purposes of the Class Order, and as there are no other parties to the Deed of Cross Guarantee that are controlled by Celamin Holdings NL, they also represent the 'Extended Closed Group'.

The statement of profit or loss and other comprehensive income and statement of financial position are substantially the same as the consolidated entity and therefore have not been separately disclosed.

Note 27. Events after the reporting period

Note 28. Reconciliation of loss after income tax to net cash used in operating activities

- - - - Loss after income tax expense for the year Impairment of exploration and evaluation Increase in other provisions Change in operating assets and liabilities: Net loss on disposal of property, plant and equipment Exploration costs written off Share-based payments Increase/(decrease) in trade and other payables Net loss on disposal of investments Derecognition of foreign subsidiary Foreign exchange differences Adjustments for: Depreciation and amortisation Net cash used in operating activities Decrease/(increase) in trade and other receivables Decrease/(increase) in prepayments	2013 2012 $ $ (2,131,976) (2,130,114) 30,987 41,535 52,500 115,841 6,130 - 757 1,751 436,808 - 46,666 - - (1,025) - 60,000 23,057 (62,853) (20,864) 12,566 (265,068) 889,386 30,991 11,488 (1,790,012) (1,061,425) Consolidated	2013 2012 $ $ (2,131,976) (2,130,114) 30,987 41,535 52,500 115,841 6,130 - 757 1,751 436,808 - 46,666 - - (1,025) - 60,000 23,057 (62,853) (20,864) 12,566 (265,068) 889,386 30,991 11,488 (1,790,012) (1,061,425) Consolidated
	(1,790,012)	(1,061,425)

Celamin Holdings NL Notes to the financial statements 30 June 2013

Note 29. Earnings per share

Note 29. Earnings per share
Loss after income tax attributable to the owners of Celamin Holdings NL used in calculating diluted earnings per share Weighted average number of ordinary shares used in calculating diluted earnings per share Non-controlling interest Loss after income tax attributable to the owners of Celamin Holdings NL Loss after income tax Basic earnings per share Weighted average number of ordinary shares used in calculating basic earnings per share Diluted earnings per share	2013 2012 $ $ (2,131,976) (2,130,114) - 3,500 (2,131,976) (2,126,614) (2,131,976) (2,126,614) Number Number 157,999,502 55,688,039 157,999,502 55,688,039 Cents Cents (1.35) (3.82) (1.35) (3.82) Consolidated
	(2,131,976)	(2,126,614)
	(2,131,976)	(2,126,614)
	Number 157,999,502	Number 55,688,039
	157,999,502	55,688,039
	Cents (1.35) (1.35)	Cents (3.82) (3.82)

Diluted earning per share

The rights to options held by option holders have not been included in the weighted average number of ordinary shares for the purposes of calculating diluted EPS as they do not meet the requirements for inclusion in AASB 133 “Earnings per Share”. The rights to options are non-dilutive as the consolidated entity generated a loss during the financial year.

Celamin Holdings NL Directors' declaration

In the directors' opinion:

the attached financial statements and notes thereto comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements;
the attached financial statements and notes thereto comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in note 2 to the financial statements;
the attached financial statements and notes thereto give a true and fair view of the consolidated entity's financial position as at 30 June 2013 and of its performance for the financial year ended on that date;
there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable; and
at the date of this declaration, there are reasonable grounds to believe that the members of the Extended Closed Group will be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross guarantee described in note 26 to the financial statements.

The directors have been given the declarations required by section 295A of the Corporations Act 2001.

Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.

On behalf of the directors

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________ David Regan Managing Director

23 September 2013 MELBOURNE

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Grant Thornton Audit Pty Ltd ACN 130 913 594

The Rialto, Level 30 525 Collins St Melbourne Victoria 3000 GPO Box 4736 Melbourne Victoria 3001

T +61 3 8320 2222 F +61 3 8320 2200 E [email protected] W www.grantthornton.com.au

Independent Auditor’s Report To the Members of Celamin Holdings NL

Report on the financial report

We have audited the accompanying financial report of Celamin Holdings NL (the “Company”), which comprises the consolidated statement of financial position as at 30 June 2013, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information and the directors’ declaration of the consolidated entity comprising the Company and the entities it controlled at the year’s end or from time to time during the financial year.

Directors’ responsibility for the financial report

The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001. The Directors’ responsibility also includes such internal control as the Directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. The Directors also state, in the notes to the financial report, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, the financial statements comply with International Financial Reporting Standards.

Auditor’s responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require us to comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.

‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.

Liability limited by a scheme approved under Professional Standards Legislation. Liability is limited in those States where a current scheme applies.

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An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error.

In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.

Auditor’s opinion

In our opinion:

a the financial report of Celamin Holdings NL is in accordance with the Corporations Act 2001, including:
i giving a true and fair view of the consolidated entity’s financial position as at 30 June 2013 and of its performance for the year ended on that date; and
ii complying with Australian Accounting Standards and the Corporations Regulations 2001.
b the financial report also complies with International Financial Reporting Standards as disclosed in the notes to the financial statements.

Report on the remuneration report

We have audited the remuneration report included in pages 18 to 24 of the directors’ report for the year ended 30 June 2013. The Directors of the Company are responsible for the preparation and presentation of the remuneration report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with Australian Auditing Standards.

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Auditor’s opinion on the remuneration report

In our opinion, the remuneration report of Celamin Holdings NL for the year ended 30 June 2013, complies with section 300A of the Corporations Act 2001.

GRANT THORNTON AUDIT PTY LTD Chartered Accountants

B. A. Mackenzie Partner - Audit & Assurance

Melbourne, 23 September 2013

Celamin Holdings NL Shareholder information 30 June 2013

The shareholder information set out below was applicable as at 10 September 2013.

Distribution of Equitable Securities

Analysis of number of equitable security holders by size of holding:

1 to 1,000 1,001 to 5,000 5,001 to 10,000 10,001 to 100,000 100,001 and over Holding less than a marketable parcel	Number of holders of ordinary shares (CNL) 8 44 170 181 74	Number of holders of options over ordinary shares (CNLO) - 28 17 98 32	Number of holders of partly paid shares (CNLCA) 2 32 27 28 16
	477	175	105
	71	37	39

Equity Security Holders

Twenty largest quoted equity security holders

The names of the twenty largest security holders of quoted equity securities are listed below:

Ordinary Shares
Holders
David GM Regan & Marie M Regan
Avery International Limited
RNAJ Pty Ltd
African Lion 3 Limited
IBDC Sarl
Commonwealth Bank of Australia
CTBFAM Pty Ltd
Gwynvill Trading Pty Ltd
Edwin Sugiarto
Gary FP Scanlan & J Scanlan
Dawesville Nominees Pty Ltd
Citicorp Nominees Pty Limited
J & TW Dekker Pty Ltd < J & TW Dekker Family A/C>
Bizzell Capital Partners Pty Ltd
Douglass W Cahill
ABN Amro Clearing Sydney Nominees Pty Ltd
Timothy Regan
Kevin Nichol
Baru Resources Limited
Sharon R Sievert
Beny Manuru

% of total
shares
Number held
issued
41,550,871
22.02
33,300,000
17.65
21,266,785
11.27
18,552,589
9.83
7,394,300
3.92
5,655,237
3.00
4,955,000
2.63
4,534,834
2.40
4,185,255
2.22
3,300,000
1.75
3,000,001
1.59
2,400,887
1.27
2,372,013
1.26
2,356,814
1.25
2,219,221
1.18
2,193,398
1.16
2,000,000
1.06
1,800,001
0.95
1,760,000
0.93
1,455,107
0.77
1,450,000
0.77

167,702,313
88.88

Celamin Holdings NL Shareholder information 30 June 2013

Options over ordinary shares (CNLO)

Options over ordinary shares (CNLO)
Holders
Hawera Pty Ltd
Beny Manuru
David GM Regan & Marie M Regan
RNAJ Pty Ltd
Treluc Investments Pty Ltd
Frengky Manuru
Direct Mining Services Pty Ltd
Brett G Walker
Jacobs Corporation Pty Ltd
IBDC Sarl
Statton Nominees Pty Ltd
HK Securities Pty Ltd
Charles W Thomas
Jeremy Tobias
Motte & Bailey Pty Ltd
Amarilo Investments Pty Ltd
JCV Nominees Pty Ltd
Peter Malkin & Christopher M Malkin

Mila M Trifunovic
Dr Hans-Ulrich Muller

% of total
options
Number held
issued
5,274,205
20.80
3,565,205
14.06
2,725,613
10.75
1,462,732
5.77
725,000
2.86
640,975
2.53
550,000
2.17
549,589
2.17
500,000
1.97
492,953
1.94
383,400
1.51
341,778
1.35
300,000
1.18
286,500
1.13
260,000
1.03
250,000
0.99
250,000
0.99
250,000
0.99
245,416
0.97
220,000
0.87

19,273,366
76.03

Partly Paid Shares (CNLCA)

Partly Paid Shares (CNLCA)
Holders
Hawera Pty Ltd
RNAJ Pty Ltd
Beny Manuru
David GM Regan & Marie M Regan
Frengky Manuru
IBDC Sarl
Dawesville Nominees Pty Ltd
Douglass W Cahill
Strefrewen Pty Ltd
Treluc Investments Pty Ltd
J & TW Dekker Pty Ltd < J & TW Dekker Family A/C>
Ian Lovett
African Lion 3 Limited
Charles W Thomas
Sharon R Sievert
Mineconnect Pty Ltd
Brian P Byass
White Knight Technology Pty Ltd
Gaje Pty Ltd
Compagnie Bancaire Helvetica

% of total
Partly Paid
shares
Number held
issued
2,842,718
19.10
2,194,097
14.74
2,100,000
14.11
2,088,421
14.03
1,527,754
10.26
739,430
4.97
600,000
4.03
330,000
2.22
290,000
1.95
252,500
1.70
200,000
1.34
200,000
1.34
200,000
1.34
150,000
1.01
145,511
0.98
86,605
0.58
45,000
0.30
41,640
0.28
40,000
0.27
35,629
0.24

14,109,305
94.79

Celamin Holdings NL Shareholder information 30 June 2013

Unquoted equity securities

Unquoted equity securities
				Number on	Number of
				issue	holders
Unlisted options, exercise price $0.20, expiry date	31	May	2018	4,150,000	5

Substantial Holders

Substantial Holders
Substantial holders in the Company are set out below:		% of total
		shares
	Number held	issued
David GM Regan & Marie M Regan	41,550,871	22.02
Avery International Limited	33,300,000	17.65
RNAJ Pty Ltd	21,266,785	11.27
African Lion 3 Limited	18,552,589	9.83

Voting Rights

The voting rights attached to ordinary shares are set out below:

Ordinary shares

On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.

There are no other classes of equity securities.

Celamin Holdings NL List of Tenements

Tenement	Location	Ownership Interest
Bir El Afou	Tunisia	50%
Chaketma	Tunisia	50%
Sidi Driss	Tunisia	50%
Oued El Maden	Tunisia	50%
El Haouaria	Tunisia	50%

AI assistant

PHOSCO LTD — Annual Report 2013

65559_rns_2013-09-23_14402257-00c8-4faa-b596-3e78970f7bdf.pdf

Celamin Holdings NL ABN 82 139 255 771

Contents

Celamin Holdings NL Managing Director’s Operational Review 30 June 2013

Chaketma Phosphate Project

Development Progress

Celamin Holdings NL Managing Director’s Operational Review 30 June 2013

Project Overview

Phosphate Permit Renewals

Mineral Resource Summary

Celamin Holdings NL Managing Director’s Operational Review 30 June 2013

Exploration: Kef El Louz

Celamin Holdings NL Managing Director’s Operational Review 30 June 2013

Exploration: Gassaa Kebira

Exploration: Douar Ouled Hamouda

Exploration: Sidi Ali Ben Oum Ezzine

Recent Exploration Results

Metallurgical Results

Management Additions

Financing and Off-take Discussions

Other Projects

Bir El Afou Phosphate Project, Tunisia

Base Metal and Tailings Project, Northern Tunisia

Oued El Kebir Project in Algeria

Corporate

30 June 2013

Directors

Principal activities

Dividends

Review of operations

Significant changes in the state of affairs

Matters subsequent to the end of the financial year

Likely developments and expected results of operations

Environmental regulation

Information on directors

Company secretary

Meetings of directors

Remuneration report (audited)

A Principles used to determine the nature and amount of remuneration

Alignment to shareholders' interests:

Non-executive directors remuneration

Executive remuneration

Consolidated entity performance and link to remuneration

Voting and comments made at the company's 20 November 2012 Annual General Meeting ('AGM')

B Details of remuneration

Amounts of remuneration

C Service agreements

D Share-based compensation

Issue of shares

Options

E Additional information

This concludes the remuneration report, which has been audited.

Shares under option

Shares issued on the exercise of options

Indemnity and insurance of officers

Indemnity and insurance of auditor

Proceedings on behalf of the company

Non-audit services

Officers of the company who are former audit partners of Grant Thornton Audit Pty Ltd

Auditor's independence declaration

Auditor

Auditor’s Independence Declaration To the Directors of Celamin Holdings NL

Celamin Holdings NL Statement of profit or loss and other comprehensive income For the year ended 30 June 2013

Celamin Holdings NL Statement of changes in equity For the year ended 30 June 2013

Celamin Holdings NL Statement of cash flows For the year ended 30 June 2013

Note 1. General information

Note 2. Significant accounting policies

New, revised or amending Accounting Standards and Interpretations adopted

AASB 101 Presentation of Financial Statements as outlined in AASB 2011-9 Amendments to Australian Accounting Standards - Presentation of Items of Other Comprehensive Income

Basis of preparation

Note 2. Significant accounting policies (continued)

Historical cost convention

Critical accounting estimates

Parent entity information

Principles of consolidation

Operating segments

Note 2. Significant accounting policies (continued)

Foreign currency translation

PHOSCO LTD Annual Report 2013