PHOSCO LTD — Capital/Financing Update 2014

Nov 3, 2014

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Celamin Holdings N.L ACN 139 255 771 ABN 82 139 255 771 Level 4, 100 Albert Road, South Melbourne VIC 3205 Phone: (03) 9692 7222 Fax: (03) 9077 9233

4 November 2014

Dear Option Holder

PARTICIPATION IN PRO-RATA RENOUNCEABLE RIGHTS ISSUE

This notice is provided to inform you that on 4 November 2014 Celamin Holdings NL (“ Celamin ” or the “ Company ”) announced a partially underwritten, pro-rata, renounceable rights issue of shares at an issue price of $0.010 per share (“ Offer ”) and issued an offer document (“ Offer Document ”) in connection with the Offer.

The Offer is being made without a disclosure document pursuant to section 708AA of the Corporations Act 2001 (Cth). A copy of the Offer Document together with an Entitlement and Acceptance Form will be sent to Participating Shareholders on 13 November 2014. The Offer Document is available on the ASX website at www.asx.com.au and on the Company’s website at www.celaminnl.com.

Under the Offer, shareholders with a registered address in Australia or New Zealand and certain sophisticated or institutional or limited numbers of shareholders in certain foreign jurisdictions, notably France, Mauritius, Guernsey, Singapore and the United Kingdom (“ Participating Shareholders ”) are being invited to subscribe for 15 New Shares for every four existing shares and one New Share for every 27 partly paid shares held as at the Record Date (“ Entitlement ”).

The Offer will raise up to A$8,843,282 before costs. The Offer is partially underwritten in the amount of $7,575,000 by Patersons Securities Limited (“ Patersons ”).

The proceeds of the Offer will be used to repay outstanding loans, for continued work on the bankable feasibility study for the Chaketma Phosphate Project and general working capital requirements.

As a result of the Offer the number of shares in the Company on issue will increase by a maximum of 884,328,240 fully paid shares to a maximum of 1,120,000,226 fully paid shares following the Offer.

Shortfall Offer

In addition to the Offer, there will be shortfall offer (“ Shortfall Offer ”) to subscribe for Shares not otherwise taken up in the Offer on the same terms and conditions as the Offer (“ Shortfall Shares” ).

The Directors reserve the right, subject to any restrictions imposed by the Corporations Act 2011 (Cth) and the ASX Listing Rules, to issue the Shortfall Shares at their sole discretion.

Participating Shareholders

Participating Shareholders’ entitlements pursuant to this Offer are renounceable and accordingly, Participating Shareholders may:

1. accept all of their Entitlement;

2. accept part of their Entitlement and sell the balance;

3. accept part of their Entitlement and allow a balance to lapse;

4. accept all of their Entitlement and apply for Shortfall Shares; or

5. not take up their Entitlement.

Action required by option holders

As at the date of this letter, you hold options over unissued shares in the Company. The purpose of this letter is to give you notice of the Offer to allow you to exercise your options before the Record Date should you wish to receive an Entitlement to participate in the Offer in respect of shares issued upon the exercise of your options.

Under the terms and conditions of the options that you currently hold, there is no entitlement to participate in the Offer. If you do not wish to participate in the Offer in respect of your options, you do not need to take any action. If you wish to participate in the Offer as a Participating Shareholder (in respect of shares that would be issued to you on exercise of any of your options), you will need to exercise the appropriate number of your options prior to 7pm (Melbourne time) on 10 November 2014 (the Record Date) to allow for the unissued shares to be issued to you.

Key information and indicative dates in respect of the Rights Issue are as follows:

KEY OFFER TERMS FOR THE NEW SHARES

KEY OFFER TERMS FOR THE NEW SHARES
Issue price	$0.010
Maximum number of Fully Paid New Shares to be issued	884,328,240
Maximum amount to be raised under the Offer	$8,843,282
Maximum number of Fully Paid Shares following the Offer	1,120,000,226

KEY DATES

Announcement of Offer Trading halt lifted	4 November 2014
Rights trading commences	6 November 2014
Record Date for participation in the Offer	10 November 2014
Opening Date for the Offer	13 November 2014
Rights trading ends	17 November 2014
Closing Date for lodgement of Entitlement and Acceptance Forms and payment	24 November 2014
ASX notified of under subscriptions	27 November 2014
Allotment of New Shares under the Rights Issue	1 December 2014
Dispatch of holding statements	1 December 2014
Trading for New Shares commences on a normal basis	2 December 2014

Should you have any queries in relation to this matter, please do not hesitate to contact the Company on (+61 3) 9692 7222.

Yours faithfully

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MARTIN BROOME Chairman