PHOSCO LTD - Capital/Financing Update 2014

CELAMIN HOLDINGS NL ACN 139 255 771

OFFER DOCUMENT

A pro-rata renounceable offer to existing Shareholders of Celamin Holdings NL ( Celamin or Company ) of 15 New Shares for every four Existing Share and one New Share for every 27 Partly Paid Shares held on the Record Date at an issue price of $0.010 per New Share to raise up to $8.8 million.

The Offer is partially underwritten and will raise a minimum of $7.575 million, subject to the terms of the Underwriting Agreement.

The Offer is scheduled to close at 5.00pm (Melbourne time) on 24 November 2014.

IMPORTANT NOTICE

This is an important document, which is accompanied by an Entitlement and Acceptance Form and both should be read in their entirety. It contains information that will assist you in making a decision regarding your participation in the Offer. This document requires your immediate attention and if you are in any doubts about its contents or the course of action you should take, please contact your broker or professional adviser.

This Offer Document is provided for information purposes and is not a prospectus and has not been lodged with ASIC. It does not contain all the information that an investor would find in a prospectus or on which an investor would expect to make an informed decision as to whether or not to accept this offer. As Celamin Holdings NL is a listed disclosing entity which meets the requirements of section 708AA of the Corporations Act as notionally modified by ASIC Class Orders CO 07/571 and CO 08/35, the Offer will be made without a prospectus.

This Offer Document may not be distributed or released in the United States of America. This Offer Document does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or any jurisdiction outside Australia and New Zealand except to certain sophisticated or institutional or limited numbers of Shareholders in France, Mauritius, Guernsey, Singapore and the United Kingdom entitled to participate in the Offer. The New Shares may not be offered or sold in the United States absent registration or in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act.

	TABLE OF CONTENTS
IMPORTANT	NOTES	3
KEY OFFER INFORMATION		7
CHAIRMAN'S LETTER		8
INVESTMENT OVERVIEW		10
SECTION 1	DETAILS OF THE OFFER	12
SECTION 2	WHAT YOU MAY DO	17
SECTION 3	PURPOSE AND EFFECT OF THE OFFER	24
SECTION 4	DEBT FACILITIES	29
SECTION 5	FINANCIAL INFORMATION	30
SECTION 5	RISK FACTORS	31
SECTION 6	ADDITIONAL INFORMATION	40
SECTION 7	DEFINED TERMS	44
SECTION 8	CORPORATE DIRECTORY	48

IMPORTANT NOTES

This Offer Document is issued by the Company.

This is an important document

This Offer Document and the Entitlement and Acceptance Form are important documents and require Shareholders’ immediate attention. Shareholders should read these documents carefully and in their entirety before deciding whether or not to participate in the Offer. In particular, Shareholders should consider the risk factors outlined in Section 5 of this Offer Document.

Entitlement may have value

Shareholders should be aware that their Entitlement may have value. The Entitlement is renounceable which enables Participating Shareholders who do not wish to exercise all or a portion of their Entitlement to seek to sell their Entitlement. It is important that Participating Shareholders either exercise all or some of their Entitlement or deal with their Entitlement as described in this Offer Document. Participating Shareholders who take no action in respect of their Entitlement will receive no benefits and their proportional shareholding in the Company will be diluted.

Not financial advice

This Offer Document does not constitute financial product advice and has been prepared without taking into account each Participating Shareholder’s investment objectives or financial circumstances. This Offer Document does not purport to contain all the information that Participating Shareholders may require to make an informed investment decision regarding, or about the rights attaching to, the New Shares offered under this Offer Document.

Before deciding whether to apply for New Shares, each Participating Shareholder should consider whether the Company is a suitable investment for them in light of their own investment objectives and financial circumstances and should seek professional advice from their accountant, stockbroker, lawyer or other professional adviser (including a professional tax adviser) before deciding whether or not to participate in the Offer.

This is not a prospectus

Neither this Offer Document, nor the Entitlement and Acceptance Form, is a prospectus for the purposes of the Corporations Act. Accordingly, these documents do not contain all of the information which a prospective investor may require to make an investment decision. They do not, and are not required to, contain all of the information which would otherwise be required to be disclosed in a prospectus. They are not required to be, and will not be, lodged with ASIC.

Continuous disclosure

This Offer Document should be read in conjunction with the Company’s other periodic and continuous disclosure announcements to the ASX available at www.asx.com.au or the Company’s website: www.celaminnl.com.au.

Disclaimer

The Company does not give any undertaking or

representation that information in this Offer Document will be updated, except to the minimum extent required by law. Neither the Company nor any other person warrants or guarantees the future performance of the Company or any return on any investment made under this Offer Document. To the maximum extent permitted by law, the Company and its officers, employees, agents, associates and advisers do not make any representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of such information, or likelihood of fulfillment of any forward looking statement, and disclaim all responsibility and liability for these forward looking statements (including, without limitation, liability for negligence).

Ineligible Shareholders

This Offer is made only to Participating Shareholders. The Offer is not extended to, and no New Shares are offered or will be issued to, persons with registered addresses outside of Australia or New Zealand (and certain sophisticated or institutional or limited numbers of Shareholders in France, Mauritius, Guernsey, Singapore and the United Kingdom) to whom it would be unlawful to make such an offer. It is not practicable for the Company to comply with the securities laws of overseas jurisdictions (other than those mentioned above) having regard to the number of overseas Shareholders, the number and value of Shares these Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly the Offer is not being extended to any Shareholders whose registered address is outside of Australia and New Zealand except to certain sophisticated or institutional or limited numbers of Shareholders in France, Mauritius, Guernsey, Singapore and the United Kingdom.

United States

The New Shares have not been nor will be registered under the US Securities Act or the securities laws of any state of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, any US Person as defined in Regulation S under the US Securities Act, except in a transaction exempt from the registration requirements of the US Securities Act and applicable US state securities laws.

Any offer, sale or resale of New Shares in the United States by a dealer (whether or not participating in the Rights Issue) may violate the registration requirements of the US Securities Act if made prior to 40 days after the date on which New Shares are issued under the Rights Issue or if the New Shares were purchased by a dealer under the Rights Issue.

New Zealand

The Rights Issue is being made in New Zealand pursuant to the Securities Act (Overseas Companies) Exemption Notice 2013.

Shareholders resident in Australia or New Zealand holding Shares on behalf of persons who are resident overseas are responsible for ensuring that taking up an Entitlement under the Rights Issue does not breach regulations in the relevant overseas jurisdiction. Return of a duly completed Entitlement and Acceptance Form will be taken by the Company

to constitute a representation that there has been no breach of those regulations.

France

This Offer Document is not being distributed in the context of a public offering of financial securities (offre au public de titres financiers) in France within the meaning of Article L.411-1 of the French Monetary and Financial Code (Code monétaire et financier) and Articles 211-1 et seq. of the General Regulation of the French Autorité des marchés financiers (AMF). The Entitlements and the New Shares have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France.

This Offer Document and any other offering material relating to the Entitlements and the New Shares have not been, and will not be, submitted to the AMF for approval in France and, accordingly, may not be distributed (directly or indirectly) to the public in France. Such offers, sales and distributions have been and shall only be made in France to (i) qualified investors (investisseurs qualifiés) acting for their own account, as defined in and in accordance with Articles L.411-2-II-2° and D.411-1 to D.411-3, D.744-1, D.7541 and D.764-1 of the French Monetary and Financial Code and any implementing regulation and/or (ii) a restricted number of non-qualified investors (cercle restreint d’investisseurs) acting for their own account, as defined in and in accordance with Articles L.411-2II-2° and D.411-4, D.744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code and any implementing regulation.

Pursuant to Article 211-3 of the General Regulation of the AMF, investors in France are informed that the Entitlements and the New Shares cannot be distributed (directly or indirectly) to the public by the investors otherwise than in accordance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621-8-3 of the French Monetary and Financial Code.

This Offer Document has not been submitted to the clearance procedures of the AMF in France. The distribution of this Offer Document and the offering of New Shares are therefore restricted by French law. Accordingly, neither this Offer Document nor any other offering material relating to the New Shares may be available to the public or used in connection with any other offer for subscription or sale of the New Shares in France, and the New Shares may not be issued, offered, or otherwise sold in France.

Mauritius

In accordance with The Securities Act 2005 of Mauritius, no offer or solicitation to purchase the New Shares may be made to the public in Mauritius without, amongst other things, the prior approval of the Mauritius Financial Services Commission. Accordingly this Rights Issue does not constitute a public offering or a solicitation to purchase securities. This Offer Document has not been approved or registered by the Mauritius Financial Services Commission, is for the exclusive use of the person to whom it is addressed and is a private concern between the sender and the addressee. This Offer Document is confidential and should not be disclosed or distributed in any way without the express written permission of the Company.

Guernsey

Neither the Guernsey Financial Services Commission

nor the States of Guernsey Policy Council take any responsibility for the financial soundness of the Company or for the correctness of any of the statements made or opinions expressed with regard to it.

The Prospectus Rules 2008, made by the Guernsey Financial Services Commission in exercise of the powers conferred on it by section 12, 14, 16 and 18 of the Protection of Investors (Bailiwick of Guernsey) Law, 1987 (as amended) do not apply to any offer of shares that are listed or traded on any stock exchange, in respect of a company in which the local regulatory body is an ordinary member, associate member or affiliate member of the International Organisation of Securities Commissions (IOSCO) or listed on an exchange that is supervised by a member of IOSCO. The Company’s shares are traded on the ASX and ASIC is an ordinary member of IOSCO.

To the extent to which any active promotion of the New Shares is deemed to take place in the Bailiwick of Guernsey, the New Shares are only being promoted in or from within the Bailiwick of Guernsey either (i) by persons licensed to do so under the Protection of Investors (Bailiwick of Guernsey) Law, 1987 (as amended) (the POI Law) or (ii) to persons licensed under the POI Law, the Insurance Business (Bailiwick of Guernsey) Law, 2002 (as amended), the Banking Supervision (Bailiwick of Guernsey) Law, 1994 (as amended) or the Regulation of Fiduciaries, Administration Businesses and Company Directors, etc. (Bailiwick of Guernsey) Law, 2000 (as amended).

Singapore

Consent has not been obtained for the circulation of this Offer Document as a public offer within the Republic of Singapore under the Securities and Futures Act (Chap 289) of Singapore (the Securities and Futures Act) and the associated raising of funds by the issue of the New Shares. This Offer Document has not been registered as a prospectus with the Monetary Authority of Singapore in Singapore and may not be circulated or distributed in Singapore nor may any of the New Shares mentioned herein be offered for subscription or purchase, directly or indirectly, nor may any invitation to subscribe for or purchase any of such securities be made in Singapore except in circumstances in which such offer or sale is made pursuant to, and in accordance with the conditions of, an exemption invoked under Subdivision (4) Division I of part XIII of the Securities and Futures Act, and to persons to whom such securities may be offered or sold under such exemption.

Accordingly, the New Shares may not be offered or sold nor may this Offer Document or any other document or material relating to the New Shares be circulated or distributed, whether directly or indirectly, to the public or any member of the public in Singapore other than:

a. to an institutional investor pursuant to Section 274 of the Securities and Futures Act,
b. to an accredited investor or other person specified in, and in accordance with the conditions specified in Section 275 of the Securities and Futures Act, or
c. otherwise pursuant to, and in accordance with the conditions of, Section 273(1)(cd) of the Securities and Futures Act.

United Kingdom

Neither the information in this Offer Document nor any other document relating to the Offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended (FSMA)) has been published or is intended to be published in respect of the New Shares. This Offer Document is issued on a confidential basis to fewer than 150 persons (other than "qualified investors" (within the meaning of section 86(7) of FSMA)) in the United Kingdom, and the New Shares may not be offered or sold in the United Kingdom by means of this Offer Document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) FSMA. This Offer Document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) FSMA does not apply to the Company.

In the United Kingdom, this Offer Document is being distributed only to, and is directed at, persons: who fall within Article 43 (members of certain bodies corporate) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005, or to whom it may otherwise be lawfully communicated (together "relevant persons").

The investments to which this Offer Document relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this Offer Document or any of its contents.

Warning Statement for New Zealand, France, Mauritius, Guernsey, Singapore and United Kingdom Shareholders

New Zealand, France, Mauritius, Guernsey, Singapore and United Kingdom investors should also consider the taxation and currency risks associated with investing in the New Shares.

Forward looking statements

Some of the information contained in this Offer Document constitutes forward-looking statements that are subject to various risks and uncertainties. Forward-looking statements include those containing such words as ‘anticipate’, ‘estimates’, ‘should’, ‘will’, ‘expects’, ‘plans’, or similar expressions. These forward-looking statements are not guarantees or predictions of future performance, and involve known and unknown risks, uncertainties and other factors, many of which are beyond the Company’s control, and which may cause actual results to differ materially from those expressed in the statements contained in this Offer Document. You should not place undue reliance on these forward-looking statements having regard to the fact that the outcome may not be achieved. These forward-looking statements are based on information available to the Company as of

the date of this Offer Document.

Enquiries

If you are a Participating Shareholder or other investor and have any questions in relation to the Offer please contact your stockbroker, accountant or other professional adviser. If you have any questions regarding your Entitlement, how to complete the Entitlement and Acceptance Form or how to take up your Entitlement, contact the Share Registry on +61 8 9389 8033.

Privacy Disclosure

The Company collects, holds and uses personal information about each applicant provided on an Entitlement and Acceptance Form for the purposes of processing the Application and, if the applicant is successful, to service the applicant’s needs as an investor, provide facilities and services that the applicant requests and carry out appropriate administration of the applicant's security holding in the Company. All personal information will be collected in accordance with the National Privacy Principles as set out under the Privacy Act 1988 (Cth). Company and tax law requires some of the information to be collected. If you do not provide the information requested, the Company may not be able to accept or process your Application.

By submitting an Entitlement and Acceptance Form, each applicant agrees that the Company may use the information provided by an applicant on the Entitlement and Acceptance Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the Underwriter, the Share Registry, the Company's related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory authorities.

Your information may also be used or disclosed to inform you about matters that the Company considers may be of interest to you. If you do not want your personal information to be used for this purpose, you should contact the Company.

The Corporations Act requires the Company to include information about the security holder (including name, address, and details of the securities held) in its public register. The information contained in the Company's public register must remain there even if that person ceases to be a security holder. Information contained in the Company's registers is also used to facilitate distribution payments and corporate communications and compliance by the Company with legal and regulatory requirements.

Under the Privacy Act 1988 (Cth), an applicant has a right to gain access to the information that the Company holds about that person subject to certain exemptions under law. A fee may be charged for access, particularly where the request requires compilation of personal information that has been archived or is a significant size. Access requests must be in writing to: the Company Secretary, Celamin Holdings NL, Level 4, 100 Albert Road, South Melbourne, VIC 3205.

Definitions and Interpretation

A number of terms and abbreviations used in this Offer Document have defined meanings as set out in Section 7.

All references to dollars ($) or cents in this Offer Document are references to Australian currency, unless otherwise stated. All references to time in this Offer Document are to Melbourne time.

References in this Offer Document to the number of Rights to which certain Shareholders are entitled to are references to the number of Rights expected to be held by those Shareholders on the Record Date.

KEY OFFER INFORMATION

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

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

The above dates are indicative only and subject to change. The Company reserves the right, subject to the Corporations Act, ASX Listing Rules and other applicable laws, to vary the dates of the Rights Issue, including extending the Closing Date or accepting late Applications, either generally or in particular cases, without notifying you. You are encouraged to submit your Application as soon as possible. Any extension of the Closing Date will have a consequential effect on the date of issue of the New Shares. The Offer does not require the approval of Shareholders.

CHAIRMAN'S LETTER

4 November 2014

Dear Shareholder

On behalf of the Directors of Celamin Holdings NL ( Celamin or Company ), I am pleased to invite you to participate in a partially underwritten renounceable pro rata offer to subscribe for 15 New Shares for every four Existing Shares and one New Share for every 27 Partly Paid Shares held on the Record Date ( Offer ).

The Offer is partially underwritten and will raise a minimum of $7.575 million, subject to the terms of the Underwriting Agreement.

The Record Date for the Offer is 7pm (Melbourne time) on 10 November 2014.

New Shares under the Offer will be offered at the issue price of A$0.010 per New Share, representing a 33% discount to the closing price of the Shares on ASX on 24 October 2014, which was the last day Shares traded on the ASX before the announcement of the Offer and an approximate 9.5% discount to the theoretical ex rights price.[1]

You may also apply for additional New Shares in excess of your Entitlement under the top up offer ( Shortfall Offer ) (refer to Section 2.3 of this Offer Document).

The Offer will raise between $7.575 million and approximately A$8.8 million. New Shares issued under the Offer will rank equally with Existing Shares.

Following the repayment of an outstanding bridging loan (the African Lion Facility), the Company intends to use the funds raised by the Offer to complete part of the first phase of the bankable feasibility study for the Chaketma Phosphate Project and, in parallel, produce a preliminary feasibility study which covers the five pillars of geology, metallurgy, environmental and social impact assessment, water and key project infrastructure.

The funds raised by the Offer will also cover the working capital needs of the Company. On completion of the Offer, the Directors believe that the Company will have sufficient working capital to achieve its current objectives. The Company anticipates that it will require further funds in April 2015 for the completion of the bankable feasibility study for the Chaketma Phosphate Project and for additional working capital.

The closing date for the receipt of Application and Entitlement Forms and Application Money for the Offer is 5pm (Melbourne time) on 24 November 2014. If you decide to take this opportunity to increase your investment in the Company please ensure that, before this time, your completed Application and Entitlement Form and your Application Money are received by the Share Registry, Advanced Share Registry, or you have paid your Application Money through BPAY® in accordance with the instructions set out in the enclosed Application and Entitlement Form and Required Actions Section of this Offer Document.

If you do not wish to take up any of your Entitlement, you do not have to take any action.

1 The theoretical ex rights price (TERP) is the theoretical price at which Shares should trade immediately after the ex date for the Offer. The TERP is a theoretical calculation only and the actual price at which Shares trade immediately after the ex date for the Offer will depend on many factors and may not be equal to the TERP.

Details of the Offer are set out in this Offer Document, which you should read carefully and in its entirety. Additionally, you can call the Share Registry on +61 8 9389 8033 between 8.30am and 5.30pm (Melbourne time) Monday to Friday.

On behalf of the Board, I thank you for your continued support as a Shareholder and I commend the Offer to you.

Yours sincerely

==> picture [51 x 64] intentionally omitted <==

Martin Broome Chairman

INVESTMENT OVERVIEW

Introduction

The purpose of this Section is to give Shareholders an investment overview that helps them make an informed investment decision by highlighting key information. It is an introduction to the Offer and is not intended to replace the other Sections of this Offer Document, which Participating Shareholders should read in full.

Details of the Offer

Rights issue

The Company is making a partially underwritten renounceable rights issue offer to each Participating Shareholder of 15 New Shares for every four Existing Shares and one New Share for every 27 Partly Paid Shares held on the Record Date at an issue price of $0.010 per New Share.

Please refer to Section 1.1 for further details.

Entitlement

The number of New Shares to which a Participating Shareholder is entitled is shown on your personalised Entitlement and Acceptance Form accompanying this Offer Document.

Eligibility

Every Shareholder registered as a holder of Shares or Partly Paid Shares at 7.00pm (Melbourne time) on the Record Date, and who has a registered address in Australia or New Zealand and certain sophisticated or institutional or limited numbers of Shareholders in France, Mauritius, Guernsey, Singapore and the United Kingdom is entitled to participate in the Offer.

Please refer to Section 1.3 for further details.

Important Dates

The Closing Date and time for acceptances and payment, and other important dates, are set out in the Key Dates at the front of this Offer Document.

Shortfall Offer

Please refer to Section 2.3 for further details.

Key Company highlights

Celamin is an Australian registered public company which is listed on the ASX.

The lead asset and focus of Celamin is the Chaketma Phosphate Project in Tunisia.

A positive scoping study was undertaken on the Chaketma Phosphate Project (announced 14 August 2012) which has given the Company the confidence to proceed to a bankable feasibility study as formally announced on 6 August 2014.

Please refer to the Company’s website (celaminnl.com.au) for further details.

This is a selective overview of the highlights and should be read in conjunction with the key risks below, the information in this Offer Document and other public announcements and reports of the Company.

Key Risks

The activities of Celamin and its controlled entities, as in any business, are subject to risks which may impact on Celamin's future performance.

Prior to deciding whether to take up any or all of their Entitlements, Shareholders should read this Offer Document in its entirety and review announcements made by Celamin to ASX (at www.asx.com.au under the code "CNL") in order to gain a better appreciation of Celamin its activities, operations, financial position and prospects.

An investment in New Shares should be considered speculative. Celamin is presently not earning any revenue from mining or mining related activities. New Shares carry no guarantee with respect to the payment of any dividends, returns of capital or the market value of those New Shares.

Shareholders should also consider the risk factors set out below in Section 5 which the Company believes represent some of the material specific and general investment risks that Shareholders should be aware of when evaluating Celamin and deciding whether to increase their Shareholding in the Company.

Purpose of the Offer

Celamin expects to use the funds raised under this Offer to repay outstanding loans, for continued work on the bankable feasibility study for the Chaketma Phosphate Project and general working capital requirements.

Please refer to Section 3 for further details.

Underwriting Agreement

Under the Underwriting Agreement, the Underwriter has agreed to partially underwrite the Offer to raise a minimum of $7.575 million, on the terms and conditions set out in the Underwriting Agreement.

Please refer to Section 6.5 for further details.

Section 1 Details of the Offer

1.1 The Offer

The Company is making a renounceable rights issue offer to each Participating Shareholder of 15 New Shares for every four Existing Shares and one New Share for every 27 Partly Paid Shares held on the Record Date at an issue price of $0.010 per New Share.

The issue price of $0.010 per New Share is payable in full on Application.

The Offer is partially underwritten and will raise a minimum of $7.575 million, subject to the terms of the Underwriting Agreement. There is no minimum subscription.

The number of New Shares to which a Participating Shareholder is entitled is shown on your Entitlement and Acceptance Form accompanying this Offer Document.

The Closing Date and time for acceptances and payment is 5.00pm (Melbourne time) on 24 November 2014. Entitlement and Acceptance Forms and payment must be received by the Share Registry before this time. Participating Shareholders should allow sufficient postage time to ensure that Entitlement and Acceptance Forms reach the Share Registry by the specified time.

Participating Shareholders in Australia or New Zealand with an Australian bank account may pay through BPAY®. Payment by BPAY® should be made in accordance with the instructions set out in the Entitlement and Acceptance Form using the reference number shown on that form and must be received by no later than 5pm (Melbourne time) on 24 November 2014 (or such other date as may be determined by the Company). Applicants should be aware that their own financial institution may implement earlier cut off times with regard to electronic payment. Applicants should therefore take this into consideration when making payment. It is the responsibility of the Applicant to ensure that funds submitted through BPAY® are received by this time.

The reference number is used to identify your holding. If you have multiple holdings you will also have multiple reference numbers. You must use the reference number shown on each Entitlement and Acceptance Form to pay for each holding separately. If you pay by BPAY® and do not pay for all your Rights, your remaining Rights will lapse. If you provide more money than your Rights require it will be assumed to be provided in relation to an application for New Shares under the Shortfall Offer.

If you pay by BPAY® you do not need to lodge your Entitlement and Acceptance Form.

Your completed Entitlement and Acceptance Form or BPAY® acceptance, once received by the Share Registry, cannot be withdrawn.

Subject to the Corporations Act, the ASX Listing Rules and other applicable laws, the Company reserves the right, in its absolute discretion, to extend the Offer, close the Offer early or accept late Applications either generally or in particular cases.

Participating Shareholders who apply for all of their Rights may, in addition to taking up all of their Rights, apply for additional New Shares under the Shortfall Offer. However, the Company does not guarantee the issue of additional New Shares under the Shortfall Offer. The issue of New Shares under the Shortfall Offer is at the sole and complete discretion of the Directors and a scale back policy may apply.

Any fractional entitlements to a New Share will be rounded up to the next whole number of New Shares.

1.2 Cleansing Notice

This Offer Document is issued pursuant to section 708AA of the Corporations Act as an offer document for the offer of securities for issue, under an entitlement offer, without disclosure to investors under Part 6D.2 of the Corporations Act.

Pursuant to the conditions imposed on the Company by section 708AA of the Corporations Act for the making of such an offer without disclosure to investors, the Company provided the ASX with a cleansing notice that complied with the requirements of section 708AA(7) on 4 November 2014, prior to despatch of this Offer Document. In addition to certain minor and technical matters, the notice was required to:

(a) set out any information that had been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules and that investors and their professional advisers would reasonably require, and would reasonably expect to find, in a disclosure document for the purpose of making an informed assessment of:
(i) the assets and liabilities financial position and performance, profits and losses and prospects of the Company; and
(ii) the rights and liabilities attaching to the New Shares; and
(b) state the potential effect of the issue of the New Shares on control of the Company and the consequences of that effect.

1.3 Who is entitled to participate in the Offer

Every Shareholder registered as a holder of Shares or Partly Paid Shares at 7.00pm (Melbourne time) on the Record Date, and who has a registered address in Australia or New Zealand, and certain sophisticated or institutional or limited numbers of Shareholders in France, Mauritius, Guernsey, Singapore and the United Kingdom is entitled to participate in the Offer.

Additionally, other investors are invited to apply for New Shares under the Shortfall Offer in accordance with Section 2.3.

1.4 Issue price

The issue price per New Share is $0.010.

1.5 Use of proceeds

The proceeds of the capital raising will be used to, repay outstanding loans, further fund the bankable feasibility study and in parallel fund a preliminary feasibility study for the Chaketma Phosphate Project and for working capital requirements as further set out in Section 3.2.

1.6 Underwriting Agreement

The Offer is to be partially underwritten by Patersons to raise a minimum of $7.575 million.

The Underwriter has entered into an Underwriting Agreement with the Company under which it has agreed to partially underwrite the Offer on the terms and conditions set out in the Underwriting Agreement.

The Underwriter will be paid:

(a) a lead manager fee of $60,000; and

6.0% on the underwritten amount, payable by Celamin (Underwriting Fee ).

The Underwriting Agreement may be terminated by the Underwriter in the circumstances set out in Section 6.5.

1.7 ASX Quotation

The Company will apply within 7 days after the date of this Offer Document for the New Shares to be granted official quotation by ASX.

1.8 Participating and Non Participating Shareholders

The Offer that is the subject of this Offer Document is not an offer in any place where, or to any person to whom, it would be unlawful to make such an offer.

This Offer is made to the following Shareholders ( Participating Shareholders ):

(a) all Shareholders with registered addresses in Australia;
(b) all Shareholders with registered addresses in New Zealand; and
(c) certain sophisticated or institutional or limited numbers of Shareholders in France, Mauritius, Guernsey, Singapore and the United Kingdom,
at 7.00 pm (Melbourne time) on the Record Date.

Beyond Australia and New Zealand the Directors have decided that it is unreasonable for the Company to make the Offer to Shareholders in other jurisdictions as at the Record Date (except certain sophisticated or institutional or limited numbers of Shareholders in certain foreign jurisdictions, notably France, Mauritius, Guernsey, Singapore and the United Kingdom) ( Non Participating Shareholders ), having regard to the small number of Shareholders in each other jurisdiction, the small number and value of securities held by those Shareholders and the costs of complying with the legal and regulatory requirements in those jurisdictions. Consequently, and in accordance with the ASX Listing Rules, the Offer is not being made to Non Participating Shareholders. However, refer to Section 2.10 regarding the possible sale of Rights by the Nominee of Non Participating Shareholders' Rights and payment of net proceeds to Non Participating Shareholders.

Participating Shareholders holding Shares or Partly Paid Shares on behalf of persons who reside outside Australia or New Zealand are responsible for ensuring that taking up the Rights under the Rights Issue does not breach regulations in the relevant overseas jurisdiction. Return of a duly completed Entitlement and Acceptance Form will constitute a representation that there has been no breach of these regulations. Where the Offer Document has been dispatched to a Shareholder domiciled outside Australia, New Zealand (other than certain institutional or sophisticated or limited numbers of investors in France, Mauritius, Guernsey, Singapore and the United Kingdom), and where that country's securities code or legislation prohibits or restricts in any way the making of the Offer contemplated by the Offer Document, the Offer Document is provided for information purposes only.

1.9 New Shares

The New Shares will be fully paid ordinary shares in the capital of the Company, and from the date of issue, will rank equally in all respects with Existing Shares on that date.

By accepting your Rights, you agree to comply with the Constitution in respect of the New Shares issued to you under this Offer Document. Details of the rights and liabilities attaching to the New Shares are set out in Section 6.4.

1.10 Participation in dividends

The New Shares will rank equally with Existing Shares and accordingly will participate in any dividend declared after they are issued.

Future dividends will be determined by the Directors and will be dependent on various matters, including the Company's financial performance, its capital structure, cash position and the requirements of the Company's financing facility agreements.

Consequently, the Directors cannot give any assurances concerning the payment of future dividends.

1.11 Possible income tax implications regarding the Rights

Shareholders should be aware that there may be taxation implications of participating in the Offer, subscribing for New Shares. The taxation consequences of participating in the Offer may vary depending on the individual circumstances of each Shareholder. Shareholders should consult their own professional taxation advisers to obtain advice in relation to the taxation laws and regulations applicable to their personal circumstances.

1.12 CHESS

The New Shares will participate, from the date of commencement of quotation, in CHESS. They must be held in uncertificated form (i.e. no share certificate will be issued) on either the CHESS sub register under sponsorship of a broker or the issuer sponsored sub register. New Shares issued to Participating Shareholders will be issued to the same sub register as their existing holding.

Arrangements can be made at any subsequent time to convert your holding from the issuer sponsored sub register to the CHESS sub register under sponsorship of a broker or vice versa by contacting the Share Registry or your broker.

1.13 Professional Advice

If you are in doubt as to whether to accept the Offer, please contact your stockbroker or other professional adviser.

1.14 Directors’ and Substantial Shareholders Intentions in respect of Entitlements

At the date of this Prospectus, some of the Directors of the Company have either a direct or indirect interest in Shares. Set out below is a table summarising the Entitlement of each Director (based on their current holding) and how they intend to treat their Entitlement. In addition, each of Martin Broome and Nic Clift have agreed to act as sub-underwriters of the Offer (see Section 2.4).


Director	Shares	Entitlement	Intention

Martin Broome (Chairman)	Nil	Nil	N/A
Nic Clift (Managing Director/CEO)	Nil	Nil	N/A
David Regan	41,550,871	155,815,766	No indication
Russell Luxford	592,000	2,220,000	Full take-up
Tim Markwell	Nil	Nil	N/A

The Company has sought to ascertain the intentions of its Substantial Shareholders with regard to their treatment of Entitlements. Set out below is a table summarising the Entitlement of each of the Company’s Shareholders who have voting power in the Company, when aggregated with their associates (as that term is defined in the Corporations Act), that is equal to or greater than 5% as at the date of this Prospectus ( Substantial Shareholders ) and, where they have given an indication to the Company, how they intend to treat their Entitlement. In addition, each of African Lion and Polo Investments Limited have agreed to act as sub-underwriters of the Offer (see Section 3.4).


Substantial Shareholder	Shares	Entitlement	Intention

David Gerard Michael Regan	41,550,871	155,815,766	No indication
Avery International Limited	33,300,000	124,875,000	No indication
African Lion 3 Limited	28,552,589	107,072,209	Full take-up
Citicorp Nominees Pty Ltd Investments Limited>	30,017,590	112,565,963	Full take-up
RNAJ Pty Ltd	21,266,785	79,750,444	No take-up

Section 2 What You May Do

If you have any questions about your Rights, please contact:

 the Company Secretary on 03 9692 7222; or  your stockbroker or professional adviser.

The information below applies to all Participating Shareholders. If you are a Non Participating Shareholder, please read Section 2.7 for an understanding of the arrangements that apply to you.

2.1 Participating Shareholders

As a Participating Shareholder you may:

(a) take up all or part of your Rights;
(b) sell some or all of your Rights or buy more Rights;
(c) take up all of your Rights and apply for additional New Shares under the Shortfall Offer; or
(d) take no action and allow all of your Rights to lapse.

2.2 Apply for all your Rights

If you wish to apply for all of your Rights, complete the accompanying Entitlement and Acceptance Form in accordance with the instructions set out in that form. The Entitlement and Acceptance Form sets out the number of New Shares to which you are entitled. The completed Entitlement and Acceptance Form must be accompanied by a cheque or bank draft payable at an Australian bank for the appropriate Application Money calculated at $0.010 per New Share, and received by the Share Registry at the following address by no later than 5.00 pm (Melbourne time) on 24 November 2014:

Delivery address:

Advanced Share Registry

150 Stirling Highway, Nedlands WA 6009

Cheques must be made payable to Celamin Holdings NL – Rights Issue and crossed Not Negotiable . Cash will not be accepted and receipts will not be issued. The Company will present the cheque or bank draft on or around the day of receipt of the Entitlement and Acceptance Form. Accordingly, if a cheque is not honoured on its first presentation, the Directors reserve the right to reject the relevant Entitlement and Acceptance Form.

If the amount of your cheque(s) or bank draft(s) for Application Money (or the amount for which those cheque(s) or bank draft(s) clear in time for allocation) is insufficient to pay for the number of New Shares you have applied for in your Entitlement and Acceptance Form, you may be taken to have applied for such lower number of New Shares as your cleared Application Money

will pay (and to have specified that number of New Shares in your Entitlement and Acceptance Form) or your Application may be rejected.

The Entitlement and Acceptance Form is required to be completed in accordance with the instructions on the Entitlement and Acceptance Form.

Applicants are not guaranteed the number of additional New Shares under the Shortfall Offer for which they apply and may be issued a lesser number (or none). If so, a refund will be provided (without interest) to unsuccessful Applicants.

Alternatively, you can use the BPAY® facility which is detailed on the Entitlement and Acceptance Form. If you use the BPAY® facility you need to make sure your payment is received by 5.00 pm (Melbourne time) on 24 November 2014 and you do not need to return your Entitlement and Acceptance Form. Please refer to Section 1.1 for further details regarding BPAY® payments.

2.3 Shortfall Offer

If you are a Participating Shareholder and you apply for all of your Rights you may, in addition to taking up all of your Rights, apply for additional New Shares under this Shortfall Offer (if a Shortfall exists following the Rights Issue). A Shortfall arises if the aggregate of the valid Applications received for New Shares as at the Closing Date is less than the total number of New Shares offered to be issued under the Rights Issue.

Applicants wishing to apply for additional New Shares under the Shortfall Offer are required to complete the section of the Entitlement and Acceptance Form relating to the Shortfall Offer in accordance with the instructions on that form or, if they are not a Shareholder, request an application form from the Share Registry. The completed Entitlement and Acceptance Form must be accompanied by a cheque or bank draft payable at an Australian bank for the appropriate Application Money calculated for your Rights plus the additional New Shares at a price of $0.010 per New Share and received by the Share Registry by no later than 5.00pm (Melbourne time) on 24 November 2014 at the address referred to in Section 2.2 above.

Alternatively, you can BPAY® an amount greater than the amount required to take up all of your Rights and it will be assumed that you are applying for that number of New Shares under the Shortfall Offer. Please refer to Section 1.1 for further details regarding BPAY® payments.

Applications for New Shares under the Shortfall Offer will be determined in the sole and complete discretion of the Directors and the Underwriter and may be scaled back. There is no guarantee that any applications under the Shortfall Offer will be successful. The Directors do not intend to accept any applications under the Shortfall Offer from any sub-underwriters to the Offer.

2.4 Rights not taken up

If you are a Participating Shareholder and you decide not to take up all or part of your Rights, the New Shares representing your Right may be offered to Participating Shareholders under the Shortfall Offer. If there is insufficient demand from Participating Shareholders, the Shortfall Offer will be made available to other investors and the Underwriter. In accordance with ASX Listing Rule 7.2 (Exception 3), the Directors reserve the right to issue New Shares under the Shortfall Offer, at their discretion, within 3 months after the Closing Date. The offer of New Shares under the Shortfall Offer is a separate offer made under this Offer Document and any investor (other than a Shareholder) who wishes to apply for New Shares under the Shortfall Offer should request an application form from the Share Registry.

You should note that if you do not participate in the Offer you will have your percentage equity in the Company reduced. If you take up your full Rights, your percentage holding in the Company will remain approximately the same. By applying for, and being allotted New Shares under the Shortfall Offer, you may see your percentage holding in the Company increase.

2.5 Entitlement and Acceptance Form is binding

A completed and lodged Entitlement and Acceptance Form, or a payment made through BPAY®, constitutes a binding offer to apply for New Shares on the terms and conditions set out in this Offer Document and, once lodged or paid, cannot be withdrawn.

If the Entitlement and Acceptance Form is not completed correctly it may still be treated as a valid Application. The Directors’ (or their delegates’) decision whether to treat an Application as valid and how to construe, amend or complete the Entitlement and Acceptance Form is final.

By completing and returning your Entitlement and Acceptance Form with the requisite Application Money or making a payment by BPAY®, you will also be deemed to have acknowledged, represented and warranted on behalf of each person on whose account you are acting that:

(a) you agree to be bound by the terms of the Offer;
(b) all details and statements in the Entitlement and Acceptance Form are complete and accurate;
(c) after the Company (or the Share Registry) receives the Entitlement and Acceptance Form or any payment of Application Money by BPAY®, you may not withdraw it;
(d) you agree to apply for the number of New Shares specified in the Entitlement and Acceptance Form, or for which you have submitted payment of any Application Money via BPAY®, at $0.010 per New Share;
(e) you agree to be issued the number of New Shares for which you have applied, subject to your Rights;
(f) you authorise the Company, the Underwriter, the Share Registry and their respective officers or agents, to do anything on your behalf necessary for the New Shares to be issued to you, including to act on instructions of the Share Registry on using the contact details set out in the Entitlement and Acceptance Form;
(g) you declare that you were the current registered holder of Existing Shares or Partly Paid Shares on the Record Date;
(h) you acknowledge that the information contained in this Offer Document and the Entitlement and Acceptance Form is not investment advice or a recommendation that New Shares are suitable for you given your investment objectives, financial situation or particular needs;
(i) you are a Participating Shareholder, are not in the United States nor acting for the account nor benefit of a person in the United States, and are not otherwise a person to whom it would be illegal to make an offer or issue of New Shares under the Offer;
(j) the New Shares have not been, and will not be, registered under the US Securities Act or under the laws of any other jurisdiction outside Australia or New Zealand; and

(k) you have not and will not send any materials relating to the Offer to any person in the United States or any other country outside Australia and New Zealand (other than certain sophisticated or institutional or limited numbers of Shareholders in France, Mauritius, Guernsey, Singapore and the United Kingdom where it would not otherwise be unlawful to do so).

2.6 Rights trading

If you do not wish to take up all or part of your Rights, you may be able to sell all or part of your Rights on ASX through your broker or transfer your Rights directly to another person.

Rights may be traded on ASX from 6 November 2014. You may incur brokerage costs if you sell your Rights on ASX.

If you sell all of your Rights in the Rights trading period, you may receive a higher or lower amount than a Shareholder who sells their Rights at a different time in the Rights trading period. You will also forgo any exposure to increases or decreases in the value of New Shares had you taken up that Right. Your percentage shareholding in the Company will also be diluted.

If you only sell or transfer part of your Rights, you may choose to take up the remainder or may do nothing and let that part lapse.

(a) If you wish to sell all or part of your Rights on ASX

If you wish to sell all or part of your Rights on ASX, you should instruct your stockbroker and provide details as requested from your Entitlement and Acceptance Form. Allow sufficient time for your instructions to be carried out by your stockbroker. Please note you may incur brokerage if you choose to sell your Rights on ASX.

Rights trading on ASX starts on 6 November 2014 and ends on 17 November 2014. There is no guarantee that there will be a liquid market in traded Rights. A lack of liquidity may impact on your ability to sell your Rights on ASX and the price you may be able to achieve.

This Offer Document, along with your Entitlement and Acceptance Form, will be dispatched on 13 November 2014. The Company will have no responsibility and disclaims all liability (to the maximum extent permitted by law) to you if you trade your Rights before the Rights are allotted, or before you receive your Entitlement and Acceptance Form, whether on the basis of confirmation of the allocation provided by the Company or otherwise.

If you wish to sell part of your Rights on the ASX and let the balance lapse, follow the procedures above in respect of the part of your Rights you wish to sell on ASX and do nothing in respect of the balance.

Prices obtainable for Rights may rise and fall over the Rights trading period and will depend on many factors including the demand and supply of Rights on ASX and the value of the Company's Existing Shares relative to the Offer Price. There may be no market for the Rights. If you sell your Rights in the Rights trading period, you may receive a higher or lower amount than a shareholder who sells their Rights at a different time in the Rights trading period.

(b)
If you wish to transfer all or part of your Rights other than on ASX

If you wish to transfer all or part of your Rights other than on ASX, you must forward a completed Renunciation and Transfer Form to the Share Registry in relation to the part of your Rights that you wish to transfer. If the transferee wishes to take up all or part of the Rights transferred to them, they must send their Application Money together with

the Entitlement and Acceptance Form relating to the Rights transferred to them to the Share Registry.

You can obtain a Renunciation and Transfer Form by contacting the Share Registry or from your stockbroker. The Renunciation and Transfer Form as well as the transferee's Application Money and the Entitlement and Acceptance Form relating to the Rights transferred to them must be received by the Share Registry at the mail or hand delivery address in Section 2.2 no later than 5pm on 24 November 2014.

If the Share Registry receives both a completed Renunciation and Transfer Form and an Application for New Shares in respect of the same Rights, the transfer will take priority over the Application.

If you wish to transfer part of your Rights and allow the balance to lapse, follow the procedures above in respect of the part of your Rights you wish to transfer, and do nothing in respect of the balance.

If you transfer your Rights, you will forgo any exposure to increases or decreases in the value of the New Shares had you taken up those Rights. Your percentage shareholding in the Company will also be diluted.

You may only transfer your Right in this way to a purchaser whose address is in Australia or New Zealand, who is not in the United States and is not acting for a person in the United States. Transferees of Rights that do not have a registered address in Australia or New Zealand that are in the United States or that are acting for a person in the United States will not be eligible to take up Rights. You should inform any transferee of these restrictions.

Any Rights which you do not take up, sell or transfer will lapse and New Shares in respect of those Rights may be sold. By allowing your Rights to lapse you will forgo any exposure to increases or decreases in the value of the New Shares had you taken up those Rights (or any value for those Rights which may have been achieved through its sale on ASX or otherwise). Your percentage shareholding in the Company will also be diluted.

2.7 Non Participating Shareholders and appointment of a nominee for Non Participating Shareholders

The Offer is not being extended to any Non Participating Shareholders. The Company is of the view that it is not reasonable or practicable to extend the Offer to Non Participating Shareholders, having regard to:

(a) the number of Non Participating Shareholders and their proportion to the total issued capital of the Company;
(b) the number and value of the New Shares which would be offered to Non Participating Shareholders if they were eligible Shareholders; and
(c) the cost of complying with the legal requirement, and requirements of the regulatory authorities in the respective overseas jurisdictions.

Accordingly, the Offer is not being extended to Shareholders whose registered address is outside Australia, New Zealand (except certain sophisticated or institutional or limited numbers of Shareholders in certain foreign jurisdictions, notably France, Mauritius, Guernsey, Singapore or the United Kingdom) and no action has been taken to register or qualify the Offer, the Rights,

the New Shares, or otherwise permit the public offering of the New Shares in any jurisdiction other than Australia or New Zealand.

The Company intends to appoint the Underwriter or an affiliate of the Underwriter as nominee for the Non Participating Shareholders ( Nominee ). If there is a viable market for Rights and a premium over the expenses of their sale can be made, the Nominee will arrange the sale of the Rights which would have been offered to the Non Participating Shareholders. The Nominee will arrange for the proceeds of sale (if any), net of expenses, to be distributed to Non Participating Shareholders in proportion to their shareholding at the Record Date.

The Company and the Nominee will not be liable for the failure to sell the Rights or the failure to sell the Rights at any particular price. If there is no viable market for the Rights, the Rights of Non Participating Shareholders will be allowed to lapse. There is also no guarantee that any proceeds will be realised from the sale of Rights that would otherwise have been offered to Non Participating Shareholders.

2.8 Foreign Selling Restrictions

The following international selling restrictions relate to the issue of New Shares under the Offer.

Neither this Offer Document nor the Entitlement and Acceptance Form constitutes an offer of securities in any jurisdiction in which, or to any persons to whom, it would not be lawful to make such an offer. The distribution of this Offer Document (including an electronic copy) in jurisdictions outside Australia and New Zealand may be restricted by laws, and persons who come into possession of it should seek advice on and observe any such restrictions. Any failure to comply with those restrictions may constitute a violation of applicable securities laws.

This Offer Document or the New Shares have not been and will not be, registered in any jurisdiction other than Australia. This Offer Document does not constitute an offer or invitation in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or invitation.

Each Participating Shareholder who submits an Entitlement and Acceptance Form together with full payment of the Application Money will be deemed to have represented, warranted and agreed that:

(a) the New Shares will not be registered under the US Securities Act or any US state or other securities laws, and may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in transaction not subject to, the registration requirements of the US Securities Act and any other applicable securities laws;
(b) they are not in the United States or acting for the account or benefit of a person in the United States; and
(c) if in the future they decide to sell or otherwise transfer their New Shares, they will only do so in standard transactions on ASX where neither they nor any person acting on their behalf knows or has reason to know that the sale has been prearranged with, or that the purchase is in, the United States.
2.9 Nominees

The foreign selling restrictions under the Offer summarised in Section 2.8 apply to the underlying beneficial holder.

Nominees, trusts and custodians must not apply on behalf of any beneficial holder that would not itself be a Participating Shareholder. Accordingly, any Application made on the Entitlement

and Acceptance Form by a nominee on behalf of a beneficiary, must be in accordance with the Offer. This would be the case where:

(a) the nominee has a registered address in Australia (irrespective of the registered address of the beneficiary);
(b) the beneficiary is not in the United States and is not acting for the account or benefit of a person in the United States; and
(c) the beneficiary is eligible under all applicable securities laws to receive an offer under the Offer.

A nominee must not send any materials relating to the Offer outside Australia except to certain institutional or sophisticated or limited numbers of investors in certain foreign jurisdictions (notably France, Mauritius, Guernsey, Singapore or the United Kingdom) and must not submit an Application or otherwise accept the Offer on behalf of a person in the United States.

Shareholders who are nominees, trustees or customers are therefore advised to seek independent advice as to how they should proceed. Shareholders who hold Shares or Partly Paid Shares on behalf of persons whose registered address is not in Australia are responsible for ensuring that accepting the Offer does not breach securities laws in the relevant overseas jurisdictions. By submitting an Entitlement and Acceptance Form together with full payment of the Application Money, you will be deemed to have made the representations and warranties, on your behalf and any of your clients for whom you are acting as nominee.

Section 3 Purpose and effect of the Offer

3.1 Reasons for the Offer and use of funds

The purpose of the capital raising is to continue Celamin's commitment to its goal of developing the Chaketma Phosphate Project into a world class, large scale, high-grade phosphate mining operation.

3.2 Funds raised

The funds raised by the Offer will also cover the working capital needs of the Company. On completion of the Offer, the Directors believe that the Company will have sufficient working capital to achieve the above objectives. The Company anticipates that it will require further funds in April 2015 as further discussed in the risk factor Future capital requirements at Section 5 of this Offer Document. If more than the minimum amount is raised the Company will use the additional funds to further progress the bankable feasibility study for the Chaketma Phosphate Project.


	Minimum Raise	Maximum Raise
Use of funds	$	$
Repayment of African Lion Facility2	$ 2,700,000	$ 2,700,000
Funds for Chaketma JV – phase one of the Bankable Feasibility Study, including the Preliminary Feasibility Study	$ 3,150,835	$ 4,343,000
Overhead and working capital	$ 1,121,282	$ 1,121,282
Costs of the Offer	$ 603,500	$ 679,000
	$ 7,575,000	$ 8,843,282

The above table is a statement of present intentions as at the date of this Offer Document. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Company reserves the right to alter the way funds are applied on this basis.

2 Refer to Section 6 for information regarding the African Lion Facility.

3.3 Impact on capital structure

The indicative capital structure of Celamin following the issue of New Shares and Sub underwriter Options under the Offer is as follows:

	Number of Shares
Existing Shares	235,671,986
Maximum number of New Shares	884,328,240
Total maximum number of Shares after the	1,120,000,226
Offer
Partly Paid Shares	14,887,796
Sub underwriter Options	378,750,000
Unlisted Options	6,150,000

The above figures assume that all Rights (including the Rights of Non Participating Shareholders) are exercised on completion of the Offer.

3.4 Potential control effect

As at the date of this Offer Document, the following are the Company’s Substantial Shareholders:

	Voting power in
Substantial Shareholder
	Company

David Gerard Michael Regan	17.62%
Avery International Limited	14.12%
Citicorp Nominees Pty Ltd	12.73%
African Lion 3 Limited	12.11%
RNAJ Pty Ltd	9.02%

The following Substantial Shareholders and Directors have agreed with the Underwriter to act as sub-underwriters of the Offer for the aggregate commitments listed and have elected to participate in the priority sub-underwriting stream offered by the Underwriter (meaning than their sub-underwriting commitment will be filled in priority to a general sub-underwriting stream offered by the Underwriter).

	Confirmed	Priority sub-	Total sub-
Substantial Shareholder/Director
	Entitlement	underwriting	underwriting
Sub-underwriters	take-up	commitment	commitment

Citicorp Nominees Pty Ltd Investments Limited>	$1,125,660	$1,874,340	$3,000,000
African Lion 3 Limited	$1,070,722	$1,929,278	$3,000,000
Martin Broome	N/A	$100,000	$100,000
Nic Clift	N/A	$100,000	$100,000
Total			$6,200,000

The Directors do not intend to allocate any of the Shortfall Offer to any Shareholders (including the Substantial Shareholders and Directors named above) who will be acting as subunderwriters to the Underwriter of the Offer.

The potential effect that the Offer will have on the control of the Company will depend on various factors. Particularly, the effect on control will depend on the take up by Participating Shareholders of their Entitlement, and the subsequent placing of any Shortfall pursuant to the Shortfall Offer.

If all Participating Shareholders each subscribe for their full Entitlement, then each Participating Shareholder’s percentage ownership interest (and voting power) in the Company will remain the same and there will be no effect on the control of the Company.

If a Participating Shareholder does not take up all of their Entitlement, its percentage ownership interest (and voting power) in the Company may be diluted. The proportional percentage ownership interests (and voting power) of Non Participating Shareholders may also be diluted because such Shareholders are not entitled to take up New Shares under the Shortfall Offer.

The tables below set out various take-up scenarios (on a fully diluted basis taking into account the full exercise of all Sub underwriter Options, however, Shareholders should note that the grant of the Sub underwriter Options is subject to Shareholder approval and any exercise of Sub underwriter Options is subject to section 606 of the Corporations Act (see Section 3.5 below)):


Substantial Shareholder Sub- Underwriter			0% take-up by remaining Participating Shareholders	25% take-up by remaining Participating Shareholders	50% take-up by remaining Participating Shareholders	75% take-up by remaining Participating Shareholders	100% take-up by remaining Participating Shareholders
	Current Shares on issue
		Prior to Offer
Polo Resources Limited
	30,017,590
		12.73%	34.98%	32.02%	30.25%	24.88%	19.52%
African Lion 3 Limited	28,552,589
		12.11%	34.88%	31.93%	29.78%	24.42%	19.06%

100% take up by remaining Participating Shareholders

100% take up by remaining Participating Shareholders	100% take up by remaining Participating Shareholders	100% take up by remaining Participating Shareholders	100% take up by remaining Participating Shareholders	100% take up by remaining Participating Shareholders	100% take up by remaining Participating Shareholders

	Current	100%
	Shares	Entitlement	Shortfall	Holding in	% of
Shareholder	on issue	take up	Allocation	Company	Holding
David Gerard Michael Regan	42,265,871	158,497,016		200,762,887	13.39%
AveryInternational Limited	33,300,000	124,875,000		158,175,000	10.55%
Polo Resources Limited	30,017,590	112,565,963		292,583,553	19.52%
African Lion3Limited	28,552,589	107,072,209		285,624,798	19.06%
RNAJ PtyLtd	21,266,785	79,750,444		101,017,229	6.74%
OtherShareholders	80,269,151	301,009,316		460,028,467	30.69%
PartlyPaid Shareholders	148,878	558,292		707,170	0.05%
TOTAL	235,820,864	884,328,240		1,498,899,104	100%

75% take up by remaining Participating	Shareholders	Shareholders	Shareholders

	Current	75%
	Shares	Entitlement	Shortfall	Holding in	% of
Shareholder	on issue	Take up	Allocation	Company	Holding
David Gerard Michael Regan	42,265,871	118,872,762		161,138,633	10.75%
AveryInternational Limited	33,300,000	93,656,250		126,956,250	8.47%

Polo Resources Limited	30,017,590	112,565,963	80,406,057	372,989,609	24.88%
African Lion3Limited	28,552,589	107,072,209	80,406,057	366,030,854	24.42%
RNAJ PtyLtd	21,266,785	59,812,833		81,079,618	5.41%
OtherShareholders	80,269,151	225,756,987	5,360,404	390,136,542	26.03%
PartlyPaid Shareholders	148,878	418,719		567,597	0.04%
TOTAL	235,820,864	718,155,723	166,172,517	1,498,899,104	100%

50% take up by remaining Participating Shareholders

50% take up by remaining Participating Shareholders	50% take up by remaining Participating Shareholders	50% take up by remaining Participating Shareholders	50% take up by remaining Participating Shareholders	50% take up by remaining Participating Shareholders	50% take up by remaining Participating Shareholders

	Current	50%
	Shares	Entitlement	Shortfall	Holding in	% of
Shareholder	on issue	Take up	Allocation	Company	Holding
David Gerard Michael Regan	42,265,871	79,248,508		121,514,379	8.11%
AveryInternational Limited	33,300,000	62,437,500		95,737,500	6.39%
Polo Resources Limited	30,017,590	112,565,963	160,812,113	453,395,666	30.25%
African Lion3Limited	28,552,589	107,072,209	160,812,113	446,436,911	29.78%
RNAJ PtyLtd	21,266,785	39,875,222		61,142,007	4.08%
OtherShareholders	80,269,151	150,504,658	10,720,808	320,244,617	21.37%
PartlyPaid Shareholders	148,878	279,146		428,024	0.03%
TOTAL	235,820,864	551,983,206	332,345,034	1,498,899,104	100%

25% take up by remaining Participating Shareholders

25% take up by remaining Participating Shareholders	25% take up by remaining Participating Shareholders	25% take up by remaining Participating Shareholders	25% take up by remaining Participating Shareholders	25% take up by remaining Participating Shareholders	25% take up by remaining Participating Shareholders

	Current	25%
	Shares	Entitlement	Shortfall	Holding in	% of
Shareholder	on issue	Take up	Allocation	Company	Holding
David Gerard Michael Regan	42,265,871	39,624,254		81,890,125	5.46%
AveryInternational Limited	33,300,000	31,218,750		64,518,750	4.30%
Polo Resources Limited	30,017,590	112,565,963	187,434,038	480,017,590	32.02%
African Lion 3 Limited	28,552,589	107,072,209	192,927,791	478,552,589	31.93%
RNAJ PtyLtd	21,266,785	19,937,611		41,204,396	2.75%
Other Shareholders	80,269,151	75,252,329	118,155,723	352,427,203	23.51%
PartlyPaid Shareholders	148,878	139,573		288,451	0.02%
TOTAL	235,820,864	385,810,688	498,517,551	1,498,899,104	100%

0% take up by remaining Participating Shareholders

0% take up by remaining Participating Shareholders	0% take up by remaining Participating Shareholders	0% take up by remaining Participating Shareholders	0% take up by remaining Participating Shareholders	0% take up by remaining Participating Shareholders	0% take up by remaining Participating Shareholders

	Current	0%
	Shares	Entitlement	Shortfall	Holding in	% of
Shareholder	on issue	Take up	Allocation	Company	Holding
David GerardMichael Regan	42,265,871	-		42,265,871	3.08%
AveryInternational Limited	33,300,000	-		33,300,000	2.43%
PoloResourcesLimited	30,017,590	112,565,963	187,434,038	480,017,590	34.98%
African Lion 3 Limited	28,552,589	107,072,209	192,927,791	478,552,589	34.88%
RNAJPtyLtd	21,266,785	-		21,266,785	1.55%
Other Shareholders	80,269,151	-	157,500,000	316,519,151	23.07%
Partly Paid Shareholders TOTAL	148,878 235,820,864	219,638,171	537,861,829	148,878 1,372,070,864	0.01% 100%

Each of Polo Investments Limited and African Lion have confirmed their intentions to the Company that they consider their investment in Celamin as a long term investment and neither presently intends to seek control of the Company. In this regard it is noted that African Lion has exercised its right in the African Lion Facility to appoint a nominee Director, Tim Markwell, and the Company has granted Polo Investments Limited a right to appoint a further two nominees to the board of Directors (which, as at the date of this Offer Document, it has not yet exercised). The Company intends to maintain a majority of non-Substantial Shareholder appointed Directors on its board.

Each of Polo Investments Limited and African Lion has advised the Company that following the completion of the Rights Issue, it has no present intention:

to endeavour to change the business of the Company;
to endeavour to make any changes regarding the future employment of the present employees of the Company; or
to significantly change the financial or dividend distribution policies of the Company.

Each of Polo Investments Limited and African Lion has advised the Company that these intentions are based on information known as at the date of this Offer Document regarding the Company, its business and the business environment. Any final decisions regarding these matters will only be made in light of information and circumstances at the relevant time. Accordingly, the statements set out above are statements of current intention only, which may change as new information becomes available to them or as circumstances change.

3.5 Takeovers prohibition of 20% voting power threshold

You must have regard to and comply with the takeovers prohibition in section 606 of the Corporations Act (that is, the 20% voting power threshold) ( section 606 ), when applying for any New Shares under the Shortfall Offer under this Offer Document. The Company expressly disclaims any responsibility for ensuring that you do not breach section 606 as a result of applying for any New Shares under the Shortfall Offer.

If you may be at risk of exceeding the 20% voting power threshold in section 606 or increasing your voting power from a position above 20% as a result of applying for any New Shares under the Shortfall Offer, you should seek professional advice before making such application.

The sub underwriters must also have regard to, and comply with, section 606 when exercising any Sub underwriter Options granted in connection with any sub underwriting of this Offer.

3.6 Dividend Policy

The New Shares will rank equally with Existing Shares and accordingly participate in any dividend declared after they are issued.

3.7 Future dividends will be determined by the Directors.

Factors beyond the control of the Directors, such as those listed in Section 5, may affect the Company's level of profitability and its ability to pay future dividends. Consequently, the Directors cannot give any assurances concerning the payment of any future dividends.

Section 4 Debt facilities

4.1 African Lion Facility

On 5 August 2014 Celamin announced to ASX that it entered into a $2 million Working Capital Loan Agreement with African Lion. The terms of the African Lion Facility enabled Celamin to draw down up to $2 million from African Lion to meet financial obligations for the Chaketma Phosphate Project, operating costs and for general working capital needs. The African Lion Facility was increased on 30 September 2014 to a maximum commitment of up to $2.5 million.

African Lion is a Substantial Shareholder with a 12.12% interest in Celamin.

The African Lion Facility provides for the repayment or set off of the amounts drawn down under the loan by undertaking a capital raising, such as the Offer. Otherwise the loan is repayable by 31 December 2014, subject to extension at the discretion of African Lion. There is a commitment fee of 5% and interest at 10% per annum payable on the loan. Rollover of the loan beyond 31 December 2014 and events of default attract a rollover fee of 5% and a 20% rate of interest. A security interest is required to be granted to AFL by 8 December 2014 which would require shareholder approval if the loan is not converted or repaid beforehand. The Subsidiary, the holder of Celamin's interest in the Chaketma Phosphate Project has guaranteed the loan.

It is intended that the loan be set off against African Lion's entitlement under the Offer and its sub underwriting commitment.

Section 5 Financial Information

The Company lodged its Annual Report to Shareholders - 30 June 2014 ( Annual Report ) on 30 September 2014. Shareholders should refer to the Annual Report which is available on the Company’s website (www.celaminnl.com.au) and related announcements on the ASX website (www.asx.com.au) should they wish to obtain more detailed disclosures and commentary on historical financial information. Investors should note that the past price performance of the Company’s shares provides no guidance as to future price performance.

Section 6 Risk Factors

6.1 Introduction

The Company’s operations are subject to a number of risks which may impact on its future performance and forecasts. Before subscribing for New Shares, Shareholders should carefully consider and evaluate the Company and its business and whether the New Shares are suitable to acquire, having regard to their own investment objectives and financial circumstances and taking into consideration the material Risk Factors, as set out below.

The Risk Factors set out below are not exhaustive. Shareholders should examine the full content of this Offer Document, information released by the Company on the ASX and may wish to consult their financial or other advisers before deciding to apply for New Shares.

6.2 General risks

This Section identifies the areas the Company regards as the general risks of any investment in securities:

(a) economic conditions in Australia and globally;
(b) investor sentiment in local and international share markets;
(c) changes in interest rates and the rate of inflation;
(d) changes to government regulation, policy or legislation;
(e) seasonal fluctuations in business;
(f) industrial disputes;
(g) share investment risk;
(h) liquidity and realisation risk;
(i) changes to accounting or financial reporting standards;
(j) political instability or war; and
(k) other economic and political risks.

The Company’s future revenues, operating costs and the price at which Shares trade on ASX can be affected by all of the factors described above. Accordingly, the future profitability of the Company and price at which New Shares issued in relation to the Offer trade on ASX may be affected by factors which are beyond the control of the Company.

6.2.1 Securities investment risk

Applicants should be aware that there are risks associated with any securities investment. Securities listed on the stock market, and in particular securities of mining and exploration companies have experienced extreme price and volume fluctuations that have often been unrelated to the operating performances of such companies.

These factors may materially and adversely affect the market price of the securities regardless of the Company’s performance. General factors that may impact the market price of Shares include economic conditions in both Australia and internationally, investor sentiment and local and international share market conditions, changes in interest rates and the rate of inflation, variations in commodity process, the global security situation and the possibility of terrorist disturbances, changes to government regulation, policy or legislation, changes which may occur to the taxation of companies as a result of changes in Australian and foreign taxation laws, changes to the system of dividend imputation in Australia, and changes in exchange rates.

There is no guarantee as to the profitability, dividends, return on capital or the price at which securities in the Company may trade on the market. There is also no assurance that an active trading market for securities in the Company can be sustained.

6.2.2 Liquidity risk

There can be no assurance that there will continue to be an active market for Shares or that the price of Shares will increase.

There may be relatively few buyers or sellers of Shares on ASX at any given time. This may affect the volatility of the market price of Shares. It may also affect the prevailing market price at which Shareholders in the Company are able to sell their securities in the Company. This may result in Shareholder receiving a market price for their Shares that is less or more than the price paid.

6.2.3 Economic Risk

Changes in the general economic climate in which the Company operates may adversely affect the financial performance of the Company. Factors that may contribute to that general economic climate include the level of direct and indirect competition against the Company, industrial disruption, the rate of growth of gross domestic product in economies to which the Company’s products may be sold, interest rates and the rate of inflation.

6.2.4 Legislative

Changes in relevant taxes, legal and administration regimes, accounting practices and government policies may adversely affect the financial performance of the Company.

6.3 Specific risks

This Section identifies the areas the Company regards as the specific risks to an investment in the Company.

6.3.1 Future capital requirements

The primary purposes of the Offer is to raise funds to repay the loan under the African Lion Facility and to meet the Company's expenditure obligations in relation to the Chaketma Phosphate Project. Details of the Company’s current intentions with respect to the use of the proceeds of the Offer are set out in Section 3 of this Offer Document. Information regarding the Chaketma Phosphate Project, including the Company’s capital expenditure requirements on the Chaketma Phosphate Project can be accessed from the Company’s website (www.celaminnl.com.au) and is included in the Company’s announcements to the ASX. Information regarding the African Lion Facility is set out in Section 4 of this Offer Document.

Without the capital raising under the Offer, the Company's current cash resources will not be sufficient to repay the loan under the African Lion Facility nor fund its expenditure obligation in relation to the Chaketma Phosphate Project in the near term.

The Company will also require additional funding in the future to meet its further expenditure obligations in respect of the Chaketma Phosphate Project. The Company anticipates that it will require further funds in April 2015. The terms of the Underwriting Agreement require the Underwriter’s consent to any new share issues (or other alterations of capital of the Company) within 6 months of the date of the Underwriting Agreement. In addition, in the event that the Company is un-able to issue the Sub underwriter Options, for example if Shareholders do not approve the issue, the Company may be required to make an equivalent cash payment based on a Black-Scholes calculation, which could further deplete the Company’s available cash resources.

No assurances can be made that appropriate capital or funding, if and when needed, will be available on terms favourable to the Company or at all. If the Company is unable to obtain additional financing as needed, it may be required to reduce, delay or suspend its operations. This could have a material adverse effect on the Company's activities.

In addition, should the Company be unable to raise capital, there is a material uncertainty as to whether the Company will be able to continue as a going concern.

6.3.2 Further financing requirements .

The Company’s success may depend on the Company’s ability to raise further capital. The Company will require further substantial additional funds to conduct mineral exploration and development activities on all of the Company’s tenements. There is no assurance whatsoever that funds will be available from any source or, if available, that they can be obtained on terms acceptable to the Company. If funds are not available in the amounts required to achieve the Company’s business strategy, the Company would be unable to realise the Company’s objectives. This could cause the loss of all or part of your investment. To date the Company has had no material source of revenue. The Company’s ability to achieve and maintain profitability and positive cash flow is dependent upon;

(a) exploration and development of any mineral property the Company identifies; and
(b) the Company’s ability to generate revenues and profitably operate a mine on any mineral property the Company identifies.
6.3.3 Termination by Underwriter and terms of underwriting

In the event that a termination event occurs pursuant to the Underwriting Agreement (see description of termination events at Section 6.5) and the Underwriter terminates the Underwriting Agreement, the Offer is unlikely to raise the full amount sought. Alternatives for future funding would need to be considered by the Company (see the risk of future funding above). The Underwriting Agreement and agreements between the Company and several cornerstone priority sub-underwriters contain indemnities given by the Company. In the event of non-compliance with the terms of the Underwriting Agreement or if an application for a declaration of unacceptable circumstances is brought by any party at the Takeovers Panel, the Company may be required to pay any costs or losses incurred by the Underwriter or such cornerstone priority sub-underwriters. This could require the Company to raise further capital and impact on the ability of the Company to meet its objectives.

6.3.4 Geopolitical risks

Politics on a global, regional or local scale could impact the Company’s operations, its access to certain countries and its right to continue operating in a particular country. Acts of terrorism or outbreak of war may disrupt or prevent the Company from operating its business programs. The Company will be subject to the risks associated with operating in Tunisia. These risks may include economic, social or political instability or change, hyperinflation, currency non convertibility and instability and changes of law affecting foreign ownership, government participation, taxation, working conditions, exchange control, exploration licensing, export duties, repatriation of income or return of capital, environmental protection, labour relations and government control over mineral properties.

Tunisia is a constitutional republic, with a President who serves as head of state, a Prime Minister who serves as head of the Government, a bicameral legislature and a legal system that is based on the French Civil Code and Islamic law.

In October 2013 the Governing Islamist party, Ennahda, agreed to hand over power to caretaker government of independent figures tasked with organising fresh elections in 2014. In December 2013 Ennahda and the mainly secular opposition agreed on the appointment of Mehdi Jomaa as head of the interim government. In January 2014 Tunisia’s interim parliament passed the country's first constitution since President Ben Ali was ousted in 2011. Prime minister-designate Mehdi Jomaa formed a cabinet of independents and technocrats, to govern until new elections. In March 2014 President Marzouki lifted the state of emergency imposed in 2011 during the revolution that toppled his predecessor, Zine el Abidine Ben Ali. In May 2014 Tunisia's interim parliament approved a new electoral law to govern legislative and presidential elections. The legislative elections were recently held at the end of 26 October 2014 in which

the Nida Tunis party, led by Beji Caid Essebsi, won 85 of the 217 seats in parliament, giving it the right to name a prime minister and lead a coalition government. These elections will be followed by the Presidential election which is due to be held in late November 2014.

There is the risk that the associated political changes may lead to instability and may affect the operations of the Company and the value of its Shares.

6.3.5 Sovereign risks

Tunisia may be subject to social and economic uncertainty. Any civil and/or political unrest and outbreaks of hostilities in Tunisia could affect the Company's access to its tenements and subsequent exploration and development. Adverse changes in government policies or legislation in Tunisia affecting foreign ownership of mineral interests, taxation, profit repatriation, royalties, land access, labour relations and mining exploration activities may affect the operations of the Company.

6.3.6 Joint ventures

The Company’s wholly owned subsidiary, Celamin Limited, is party to a joint venture in respect of the Chaketma Phosphate Project which requires it to contribute to joint venture expenditure and associated costs. If these costs are unable to be met, there may be a default under the joint venture agreement and Celamin Limited may be required to surrender its interest in the joint venture and/or withdraw from the joint venture. If Celamin Limited withdraws from the joint venture, the Company will no longer hold any interest in the Chaketma Phosphate Project.

The Company must ensure that Celamin Limited has sufficient capital to meet any joint venture funding obligations. This is likely to require the Company to raise additional funds over the course of the joint venture. There can be no assurance that the Company will be able to raise finance on acceptable terms or within the specified timeframe. The Company is also reliant on the joint venture partner complying with its obligations under the agreement.

6.3.7 Operational risks

The business of mining and mineral exploration, development and production by its nature involves significant risks. The business depends on, among other things, successful exploration and identification of mineral reserves, security of tenure, the availability of adequate funding, satisfactory performance of mining operations, weather conditions, availability and cost of consumables and plant and equipment and skilled labour when required, good industrial relations and competent management. Profitability and asset values can be affected by unforseen changes in operating circumstances, mineral reserves and geotechnical considerations. Mineral exploration and development are high risk undertakings. There can be no assurance that exploration of the projects the Company currently has an interest in will result in the discovery of an economic mineral deposit. If the Company makes a discovery, there can be no assurance that the technical, financial and regulatory hurdles can be cleared and profitable, commercial production achieved. There are also risks associated with the financial failure, default or dispute with, any participant in a joint venture or contractual arrangements to which the Company is or may become party to.

6.3.8 Land access and tenement renewal

The Company’s tenements including any projects the Company will, or may, in the future acquire are subject to applicable local laws and regulations and there is no guarantee that any tenement applications or conversions will be granted. The Company’s tenements are subject to conditions that are imposed by each relevant jurisdiction and failure to comply with these conditions may render the permits liable to forfeiture. All of the Company’s tenements will be subject to renewal. Renewal of the term of each tenement is subject to the applicable legislation. If a tenement is not renewed for any reason, the Company may lose the opportunity to develop and discover any mineral resources on that tenement which may in turn affect the operations and value of the Company.

6.3.9 Environmental risks

All exploration projects and mining operations have an impact on the environment, particularly advanced exploration and mine development. The Company endeavours to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws. However, as with all exploration and mining activities, the Company’s operations are expected to have an impact on the environment. There are also risks inherent in the Company’s activities including accidental leakages, spills or other unforeseen circumstances that could subject the Company to extensive liability and impact upon the financial viability of the Company.

Further, the Company may require approval from relevant regulatory authorities before undertaking activities that are likely to impact the environment. If the Company fails to obtain these approvals it will be prevented from undertaking those activities. The Company cannot predict what further legislation and regulations may govern mining, and may impose significant environmental obligations on the Company which may lead to increased costs to the Company.

6.3.10 Key management

The Company is committed to providing an attractive employment environment, conditions and prospects to assist in retaining its key senior management personnel. However, there can be no assurance that the Company will be able to retain these key personnel. The loss of key personnel or the inability to recruit and retain high calibre staff could have a material adverse effect on the Company and the value of its Shares.

Currently, the Company has personnel who are key to its business. There can be no assurance that the Company will be able to retain sufficiently qualified personnel. The inability to do so could have a significant adverse impact on the financial performance of the Company and its ability to implement its business plans and capitalise on both its existing and potential investment opportunities.

6.3.11 Share price fluctuations

The market price of the Company’s shares will fluctuate due to various factors, many of which are non specific to the Company, including recommendations by brokers and analysts, Australian, Tunisian and international general economic conditions, inflation rates, interest rates, changes in government, fiscal, monetary and regulatory policies, global geo political events and hostilities, acts of terrorism and investor perceptions. These fluctuations may adversely affect the market price of the Company’s shares. A lack of liquidity may also affect the value of the Company’s shares.

Factors such as inflation, currency fluctuation, interest rates and supply and demand have an impact on operating costs, commodity prices and stock market prices. The Company’s future revenues, the economic viability of its projects, the market price for its listed securities, and its ability to raise further capital may be affected by these factors, which are beyond the Company’s control.

6.3.12 Changes in accounting policy

The Company is subject to the usual business risk that there may be changes in accounting policies which impact the Company both in Australia and in Tunisia and any other relevant jurisdiction.

6.3.13 Taxation

Future changes in Australian taxation law, including changes in interpretation or application of the law by the courts or taxation authorities in Australia, may affect taxation treatment of an investment in the Company's shares, or the holding and disposal of those shares.

Further, changes in tax law, or changes in the way tax law is expected to be interpreted, in the various jurisdictions in which the Company operates, may impact the future tax liabilities of the Company.

Foreign Shareholders should seek their own taxation advice as the company cannot make any representations to taxation in other jurisdictions.

6.3.14 Phosphate market risks

The Company intends to derive its revenue from the extraction and sale of phosphate rock from the Chaketma Phosphate Project. The price which the Company may receive for its phosphate products depends on numerous factors that are beyond the Company’s control and are inherently unpredictable, including general global economic conditions, currency exchange rates, increases of supply by competitors, shipping costs, alternative product development and changes in the demand for phosphate. The viability of the Chaketma Phosphate Project is dependent upon the Company entering into a joint venture arrangement or off-take agreement with a customer or customers on acceptable terms and there is a risk that acceptable off-take arrangements may not eventuate. The additional growth opportunities are also exposed to a risk that the Company may not be able to achieve an acceptable price for the phosphate products which it hopes to produce, or be able to enter into viable off-take agreements for its anticipated fertiliser products.

6.3.15 World economic conditions

The effects of global financial markets on Australia are unknown and unpredictable. As a result of this, conditions in the credit markets have continued to be uncertain and risk adverse. These adverse conditions may make it harder for the Company to raise additional funds to finance the continued development of its business and may reduce the demand for phosphate, which, at least in the short term, could reduce the value of the Company's mineral exploration properties. Continued adverse economic conditions could adversely affect the Company’s liquidity, results of operations and financial condition.

6.3.16 Mining industry risks

The mining business is generally subject to risks and hazards, including quantity of production, quality of the ore, environmental hazards, industrial accidents, the encountering of unusual or unexpected geological formations, cave-ins, flooding, earthquakes and periodic interruptions due to inclement or hazardous weather conditions. These occurrences could result in damage to, or destruction of, the Company’s mineral properties or production facilities, personal injury or death, environmental damage, reduced production and delays in mining, asset writedowns, monetary losses and possible legal liability. The Company could incur significant costs that could adversely affect the Company’s results of operation. Insurance fully covering many environmental risks (including potential liability for pollution or other hazards as a result of disposal of waste products occurring from exploration and production) is not generally available to the Company or to other companies in the industry. What liability insurance the Company carries may not be adequate to cover any claim.

Mineral exploration and mining may be hampered by circumstances beyond the control of the Company, and are speculative operations which by their nature are subject to a number of inherent risks, including the risk factors identified at Sections 6.3.17 to 6.3.25 below.

6.3.17 Exploration risks

Currently, the Company’s main activity is exploration. The success of the Company in that activity depends on the delineation of economically minable reserves and resources, access to required development capital, movement in the price of commodities, securing and maintaining title to the Company’s existing exploration and proposed mining tenements and obtaining all consents and approvals necessary for the conduct of its exploration activities.

Exploration on the Company’s existing exploration and proposed mining tenements may be unsuccessful, and therefore may result in a reduction of the value of those tenements, diminution in the cash reserves of the Company and possible relinquishment of tenements.

6.3.18 Production risk

There are inherent risks and uncertainties associated with developing a mine from the exploration stage through to production, including those which arise out of dealings with counterparties (including joint venture partners, mineral processors and financiers) and Government Agencies, and those which are beyond the control of the mine developer, including adverse weather conditions and interruptions in supply chains or transport routes. During the development period the anticipated economic feasibility of the mine may deteriorate owing to cyclical or sustained changes in, amongst other things, commodity prices, funding costs or cost inflation associated with capital expenditure. Although it is the Company’s plan to concentrate on projects with the potential for near term production, there is no guarantee that any project will achieve production within the time period or time periods contemplated by the Company, in a faster time period than alternate projects available to the Company, or at all.

6.3.19 Facility risks

The planning, construction and operation of phosphate mining and beneficiation facilities is a complex undertaking that involves various elements including engineering, design, procurement of equipment, transportation, water resources, construction and obtaining financing and required permits related thereto.

The Company will need to obtain substantial equity and/or debt financing from third parties to fund the construction and development of the Company’s proposed phosphate mining and beneficiation facilities. The Company does not have any definitive agreements or understandings at this time to obtain this financing and there can be no assurance that the Company will be successful in doing so. If the Company is not successful obtaining the necessary permits and approvals or raising the necessary funds, in a timely manner, or at all, in order to plan, construct or operate the mining and beneficiation facilities, this would have material adverse affect on the Company’s business and financial condition.

6.3.20 Resource estimates

Resource estimates are expressions of judgment based on knowledge, experience and industry practice.

There are risks associated with such estimates. Resource estimates are necessarily imprecise and depend to some extent on interpretations, which may ultimately prove to be inaccurate and require adjustment. Downward adjustments to resource estimates could adversely impact the Company’s future plans and ultimately its financial performance and value.

6.3.21 Regulatory and permitting delays

The Company may face delays in obtaining mining permits and environmental permits. Such delays could jeopardize financing, if any, in which case the Company would have to delay or abandon work on the properties. Any such delay may impact negatively on the value of the Company and its Shares.

6.3.22 Estimation of mineral Reserves

Reserve estimates, including the economic recovery of ore, will require us to make assumptions about recovery costs and market prices. Reserve estimation is, by its nature, an imprecise and subjective process and the accuracy of such estimates is a function of the quality of available data and of engineering and geological interpretation, judgment and experience. The economic feasibility of properties will be based upon the Company’s estimates of the size and grade of ore reserves, metallurgical recoveries, production rates, capital and operating costs, and the future price of phosphate and diamonds. If such estimates are incorrect or vary substantially it could affect the Company’s ability to develop an economical mine and would reduce the value of your investment. Further, it may take many years from the initial phase of drilling before production is possible and, during that time, the economic feasibility of exploiting a discovery may change.

6.3.23 Insurance

The Company, where economically feasible, insures its operations in accordance with industry practice. However, in certain circumstances, the Company’s insurance (if obtained) may not be of a nature or level to provide adequate insurance cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the business, financial condition and results of the Company. Insurance of all risks associated with mineral exploration and development is not always available and where available the costs can be prohibitive.

6.3.24 Ore Reserves are wasting assets

The Company’s future ore reserve and production, if any, will decline as a result of the exhaustion of reserves and possible closure of any mine that might be developed. Eventually, at some unknown time in the future, all of the economically extractable ore will be removed from the properties, and there will be no ore remaining unless the Company is successful in near mine site exploration to extend the life of the mining operation. This is called depletion of reserves.

Ultimately, the Company must acquire or operate other properties in order to continue as an on going business. The Company’s success in continuing to develop reserves, if any, will affect the value of your investment.

Unforeseen changes in the phosphate rock properties may result in the product failing to meet the required specifications, and accordingly the Company can make no assurance that the product will meet required specifications at any time

The mineralogical composition of phosphate bearing rocks is subject to natural variability resulting in differences in physical properties, levels of impurities and available phosphorus content. Fertiliser manufacturers and farmers require phosphate concentrate or rock to be delivered which meet specified tolerances on elemental impurities and quantity of available phosphorus.

The Company has conducted a range of tests on phosphate rock from the Chaketma Phosphate Project. These tests are necessarily conducted on discrete samples of rock taken from drill holes or excavations. Assumptions are then made regarding the spatial continuity of the phosphate rock properties. Unforeseen changes in the phosphate rock properties may result in the product failing to meet the required specifications, and accordingly the Company can make no assurance that the product will meet required specifications at this time.

6.3.25 Environmental and other governmental regulations

The Company may be required to comply with various laws and regulations pertaining to exploration, development and the discharge of materials into the environment or otherwise relating to the protection of the environment in the countries that the Company operates, all of which can increase the costs and time required to attain operations. The Company may have to obtain exploration, development and environmental permits, licenses or approvals that may be required for the Company’s operations. There can be no assurance that the Company will be successful in obtaining, if required, a permit to commence exploration, development and operation, or that such permit can be obtained in a timely basis. If the Company is unsuccessful in obtaining the required permits it may adversely affect the Company’s ability to carry on business which will result in a loss of value of Shares.

6.3.26 Dilution risk

If you are:

(a) a Participating Shareholder and you do not take up all or part of your Entitlement under the Offer; or
(b) a Non-Participating Shareholder and therefore, are not eligible to participate under the Offer,

your percentage shareholding in the Company is likely to be significantly diluted as a result of the completion of the Offer.

This is because New Shares representing Entitlements that are not exercised will be dealt with:

(a) first, under the Shortfall Offer by Participating Shareholders applying for New Shares in excess of their respective Entitlements (that is, Additional Shares); and
(b) second, under the Underwriting Agreement.

See Section 3.4 of this Offer Document for further information as to the dilutionary effect of the issue of New Shares upon Shareholders who do not participate, or who are ineligible to participate, in the Offer.

6.3.27 No guarantee of dividends

The Company has not since admission to the official list of the ASX, and does not currently, pay dividends. There is no guarantee that dividends will be paid on the New Shares in the future as this is a matter that depends on the financial performance or assets of the Company.

6.3.28 Counterparty risk — joint venture counterparties and contractors

There is a risk of financial failure, insolvency and/or default by:

(a) participants in any joint venture to which the Company is or may become a party; and
(b) the contractors and other service providers used by the Company in its activities.

While the Company uses best practices to mitigate these risks an event of default or insolvency may lead to an adverse effect on the business of the Company and a corresponding effect on the value of Shares.

Section 7 Additional Information

7.1 No prospectus

The Offer complies with the requirements of section 708AA of the Corporations Act as notionally modified by ASIC Class Orders CO07/571 and CO08/35.

Accordingly, neither this Offer Document nor the Entitlement and Acceptance Form are required to be lodged or registered with ASIC and no prospectus for the Offer will be prepared.

7.2 Availability of Offer Document

Eligible Shareholders can obtain a copy of this Offer Document during the Rights Trading Period on the Company’s website at www.celaminnl.com.

Eligible Shareholders will be sent a copy of this Offer Document and their Entitlement and Acceptance Form. Each Eligible Shareholder should ensure that it reads the Offer Document and the Entitlement and Acceptance Form in their entirety, and if accessing them electronically, ensure that it downloads the Offer Document in its entirety.

The electronic version of this Offer Document on the Company’s website will not include a personalised Entitlement and Acceptance Form. Eligible Shareholders will only be entitled to participate in the Offer by completing their personalised Entitlement and Acceptance Form which accompanies this Offer Document or by making a payment of Application Monies via BPAY (refer to Section 2 of this Offer Document for further information).

Eligible Shareholders must carefully read the instructions on the accompanying Entitlement and Acceptance Form. Shareholders in other jurisdictions are not entitled to access the electronic version of the Offer Document on the Company’s website.

7.3 Continuous Disclosure

The Company is a disclosing entity for the purposes of Part 1.2A of the Corporations Act. As a disclosing entity , the Company is subject to regular reporting and disclosure obligations. Broadly, these obligations require:

(a) the preparation of both yearly and half yearly financial statements, a report on the operations of the Company during the relevant accounting period together with an audit or review report by the Company's auditor; and
(b) subject to limited exceptions, immediately notifying ASX of any information concerning the Company which it becomes aware and which a reasonable person would expect to have a material effect on the price or value of the Shares.

Copies of documents lodged with ASIC in relation to the Company may be obtained from, or inspected at, an office of ASIC.

7.4 Rights and Liabilities Attaching to New Shares

The rights and liabilities attaching to the New Shares which will rank equally with Existing Shares:

(a) are set out in the Constitution, a copy of which is available for inspection at the Company's registered office; and
(b) are in certain circumstances, regulated by the Corporations Act, the ASX Listing Rules, the ASX Settlement Rules and the general law.

To obtain a statement of the rights and liabilities that attach to the New Shares in any specific circumstances, legal advice should be sought.

7.5 Underwriting Agreement

On 4 November 2014, the Company entered into the Underwriting Agreement with the Underwriter who has agreed to partially underwrite the Offer on the terms and conditions set out in the Underwriting Agreement.

The Underwriter will be paid:

(a) a lead manager fee of $60,000.00; and
(b) 6.0% on the underwritten amount, payable by the Company.

The sub underwriting fees will be paid by the Underwriter from the Underwriting Fee. In addition, the sub underwriters will be entitled to one Sub underwriter Option for every two Shares sub underwritten exercisable at $0.02 on or before 29 February 2016. The Sub underwriter Options will be issued subject to any necessary Shareholder approvals. In the event that the Company is un-able to issue the Sub underwriter Options, for example if Shareholders do not approve the issue, the Company may be required to make an equivalent cash payment based on a Black-Scholes calculation.

The Company has (subject to certain limitations) agreed to indemnify the Underwriter and several cornerstone priority sub-underwriters and their directors, officers, employees and advisers against losses in certain circumstances in connection with the Offer. The Company has given the Underwriter and several cornerstone priority sub-underwriters certain representations, warranties and undertakings in connection with (among other things) the conduct of the Offer.

The Underwriter will be remunerated by the Company for providing these underwriting services at market rates and be reimbursed for certain expenses. The Underwriter has not authorised or caused the issue of, and takes no responsibility for, this Offer Document, and to the maximum extent permitted by law, disclaims all liability in connection with the Offer and this Offer Document.

The Underwriter may (in certain circumstances, including having regard to the materiality of the relevant event) terminate the Underwriting Agreement and be released from its obligations under it on the occurrence of certain events before the Company issues the New Shares under the Offer, including (but not limited to) where:

(a) the All Ordinaries Index or the S&P/ASX Emerging Companies Index falls 7.5% or more;
(b) the Shares trade at a price that is less than $0.01;
(c) the Company does not release this Offer Document on the Lodgement Date;
(d) official quotation on the ASX has not been granted for all the New Shares by 27 November 2014 or, having been granted, is subsequently withdrawn, withheld or qualified;
(e) ASX announces that the Shares will be delisted, removed from quotation, withdrawn from admission to trading status or suspended from trading;
(f) it transpires that there is a statement in the Offer Document that is misleading or deceptive or likely to mislead or deceive, or that there is an omission from the Offer Document (having regard to the provisions of section 708AA of the Corporations Act) or if any statement in the Offer Document becomes or misleading or deceptive or likely to mislead or deceive or if the issue of the Offer Document is or becomes misleading or deceptive or likely to mislead or deceive;
(g) the Company is prevented from allotting the New Shares within the time required by the Underwriting Agreement, the Corporations Act, the Listing Rules, any statute, regulation or order of a court of competent jurisdiction by ASIC, ASX or any court of competent jurisdiction or any governmental or semi-governmental agency or authority;
(h) any person (other than the Underwriter) who has previously consented to the inclusion of its, his or her name in the Offer Document or to be named in the Offer Document, withdraws that consent;
(i) an application is made by ASIC for an order under section 1324B or any other provision of the Corporations Act in relation to the Offer Document, the Shortfall Notice Deadline Date has arrived, and that application has not been dismissed or withdrawn;
(j) the Takeovers Panel makes a declaration that circumstances in relation to the affairs of the Company are unacceptable circumstances under Pt 6.10 of the Corporations Act;
(k) there is an outbreak of hostilities or a material escalation of hostilities (whether or not war has been declared) after the date of this agreement involving one or more of Australia, New Zealand, Indonesia, Japan, Russia, the United Kingdom, the United States of America, or the Peoples Republic of China, Israel or any member of the European Union;
(l) any authorisation which is material to anything referred to in the Offer Document is repealed, revoked or terminated or expires, or is modified or amended in a manner unacceptable to the Underwriter;
(m) a director or senior manager of the Company or the Subsidiary is charged with an indictable offence; or
(n) certain additional termination events (including breach of the Underwriting Agreement, misrepresentation, contravention of law, material adverse effect, change in law, event of insolvency, change in board composition (without

Underwriter consent), change in shareholdings or capital structure, delay, force majeure, adverse market conditions) as defined in the Underwriting Agreement occurs which in the reasonable opinion of the Underwriter reached in good faith, has or is likely to have a material adverse effect or could give rise to a liability of the Underwriter under the Corporations Act or otherwise.

Please note that the above is not an exhaustive list of the termination events in the Underwriting Agreement.

7.6 Taxation

Shareholders should be aware that there may be taxation implications of participating in the Offer, the Shortfall Offer, receiving the New Shares and/or any additional Shares.

The Directors do not consider it appropriate to give Shareholders advice regarding the taxation implications of participating in the Offer, the Shortfall Offer, receiving the New Shares and/or any additional Shares. The Company, its advisers and officers do not accept any responsibility or liability for any such taxation implications to Shareholders.

Shareholders should consult their professional tax adviser in connection with participating in the Offer, the Shortfall Offer, receiving the New Shares and/or any additional Shares.

7.7 Consents

Each of the persons referred to in the Corporate Directory of this Offer Document (other than the Company) in this Section:

(a) does not authorise or cause the issue of this Offer Document, make or purport to make any statement in this Offer Document, nor is any statement in this Offer Document based on any statement by any of those parties;
(b) to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of the Offer Document other than a reference to its name and a statement included in the Offer Document with the consent of the party as specified above; and
(c) makes no express or implied representation or warranty in relation to the Company, this Offer Document or the Offer.

7.8 No authorisation

No person is authorised to give any information or make any representation in connection with the Offer, which is not contained in this Offer Document. Any information or representation not contained in this Offer Document may not be relied on as having been authorised by the Company or its related bodies corporate in connection with the Offer. Except as required by law, and only to the extent so required:

(a) none of the Company, or any other person, warrants or guarantees the future performance of the Company or any return on any investment made pursuant to the Information; and

(b) the Company, its officers, employees and advisers disclaim all liability that may otherwise arise due to the Offer Document being inaccurate or incomplete in any respect.

Section 8 Defined Terms

African Lion	means African Lion 3 Limited
African Lion Facility	means the $2.5 million working capital facility provided by African
	Lion pursuant to Working Capital Loan Agreement between the
	Company and African Lion dated 5 August 2014 as amended
Allotment Date	means 1 December 2014
Applicant	an entity which makes an Application
Application	an application to apply for New Shares under the Offer
Application Money	the money payable in conjunction with the Application, being the
	amount of money accompanying an Entitlement and Acceptance
	Form
ASIC	Australian Securities and Investments Commission
ASX	ASX Limited ABN 98 008 624 691 or the financial market operated
	by it, as the context requires
ASX Listing Rules	the official listing rules of the ASX
Board	board of directors of the Company
Business Day	a day on which banks are open for business in Melbourne, excluding
	a Saturday, Sunday or public holiday
Celamin	Celamin Holdings NL ACN 139 255 771
Chaketma Phosphate	means the project to explore and develop the_research (exploration)_
Project	_permit_of Chaketma situated in centre west of Tunisia held by the
	joint venture company (Chaketma Phosphates SA) established
	between and held by the Subsidiary as to 51% and Tunisian Mining
	Services Sarl (commerce register no. B0134332004) as to 49%
CHESS	Clearing House Electronic Sub register System
Closing Date	the last date for accepting an offer for New Shares by returning the
	Entitlement and Acceptance Form and payment for the New Shares,
	being 5.00pm (Melbourne time) 24 November 2014, unless extended
	by the Company
Company or Celamin	Celamin Holdings NL ACN 139 255 771 and where the context
	requires, including its wholly owned subsidiaries
Constitution	the constitution of the Company
Corporations Act	Corporations Act 2001(Cth)

Directors	the directors of the Company
Entitlement	the number of New Shares each Participating Shareholder is offered
	under the Offer as designated on their Entitlement and Application
	Form
Entitlement and	the personalised form attached to or accompanying this Offer
Acceptance Form	Document on which Applications for New Shares can be made
Exercise Price	$0.02 per New Share
Existing Shares	Shares on issue at the Record Date
Financial Year	the accounting period of 12 consecutive months beginning 1 July
	and ending June 30
Issue Price	the price payable for one New Share under this Offer Document, the
	terms and conditions of which are set out in this Offer Document
Listing Rules	the listing rules of ASX
Melbourne time	the time in Melbourne, Australia
New Share	a Share to be issued under the Offer on the exercise of the Rights
Nominee	the Underwriter or an affiliate of the Underwriter for the Non
	Participating Shareholders
Non Participating	a Shareholder that is not a Participating Shareholder as per the
Shareholders	meaning given in Section 2.7
Offer	the renounceable offer made under this Offer Document of 15 New
	Shares for every four Existing Shares and one New Share for every
	27 Partly Paid Shares held by a Shareholder on the Record Date
	and the offer to Participating Shareholders of additional New Shares
	under the Shortfall Offer if there is a Shortfall and subject to the sole
	and complete discretion of the Directors
Offer Price	$0.010 per New Share
Official List	the official list of ASX
Official Quotation	the quotation of the Shares on the Official List
Option	means a right to acquire a Share in the Company at a specified price
	within a certain period
Partly Paid Share	a partly paid share in the capital of the Company paid up to $0.001 in
	respect of Shares issued at $0.1 per Share.

Participating	has the meaning given in Section 1.8
Shareholders
Offer Document	this offer document in respect of the Rights Issue
Patersons	Patersons Securities Limited ACN 008 896 311
Record Date	7pm (Melbourne time) on 10 November 2014
Renunciation and	the form to be provided by the Share Registry to permit off market
Transfer Form	transfer of Rights
Rights	the right to subscribe for up to 15 New Shares for every four Existing
	Shares and one New Share for every 27 Partly Paid Shares held at
	7.00 pm (Melbourne time) on the Record Date on payment of the
	issue price of $0.010 per New Share
Rights Issue	the renounceable offer of 15 New Shares for every four Existing
	Shares and one New Share for every 27 Partly Paid Shares held on
	the Record Date
Section	a Section of this Offer Document
Share	a fully paid ordinary share in the capital of the Company andShares
	has a corresponding meaning
Shareholder	a holder of at least one Share or Partly Paid Share
Share Registry	Advanced Share Registry
Shortfall Offer	has the meaning given in Section 2.3
Subsidiary	Celamin Limited ACN 137 080 463
Sub underwriter	the Option given to sub underwriters of the Offer of one Option for
Option	every two New Shares sub underwritten exercisable at $0.02 on or
	before 29 February 2016.
Underwriter	Patersons Securities Limited ACN 008 896 311
Underwriting	as defined in Section 6.5 of this Offer Document
Agreement
Unlisted Option	unlisted Options in the capital of the Company at various strike
	prices and expiry dates
US Securities Act	U.S. Securities Act of 1933, as amended

Section 9 Corporate Directory

DIRECTORS

Martin Broome (Chairman) Nic Clift (Managing Director/CEO) David Regan Russell Luxford Tim Markwell

COMPANY SECRETARY

Melanie Leydin

REGISTERED OFFICE

Level 4 100 Albert Road South Melbourne, VIC 3205

SHARE REGISTRY

LAWYERS TO THE OFFER

Hunt & Humphry Project Lawyers 15 Colin Street West Perth, WA 6005

UNDERWRITER

Patersons Securities Limited Level 15 333 Collins Street Melbourne, VIC 3000 ASX CODE

CNL WEBSITE www.celaminnl.com.au

Advance Share Registry 150 Stirling Highway Nedlands, WA 6009

AI assistant

PHOSCO LTD — Capital/Financing Update 2014

65559_rns_2014-11-03_4a5e2b64-d31d-445c-84a7-40956c48206d.pdf

OFFER DOCUMENT

IMPORTANT NOTICE

IMPORTANT NOTES

This is an important document

Entitlement may have value

Not financial advice

This is not a prospectus

Continuous disclosure

Disclaimer

Ineligible Shareholders

United States

New Zealand

France

Mauritius

Guernsey

Singapore

United Kingdom

Warning Statement for New Zealand, France, Mauritius, Guernsey, Singapore and United Kingdom Shareholders

Forward looking statements

the date of this Offer Document.

Enquiries

Privacy Disclosure

Definitions and Interpretation

KEY OFFER INFORMATION

KEY OFFER TERMS FOR THE NEW SHARES

KEY DATES

CHAIRMAN'S LETTER

Dear Shareholder

INVESTMENT OVERVIEW

Introduction

Details of the Offer

Rights issue

Entitlement

Eligibility

Important Dates

Shortfall Offer

Key Company highlights

Key Risks

Purpose of the Offer

Underwriting Agreement

Section 1 Details of the Offer

1.1 The Offer

1.2 Cleansing Notice

1.3 Who is entitled to participate in the Offer

1.4 Issue price

1.5 Use of proceeds

1.6 Underwriting Agreement

6.0% on the underwritten amount, payable by Celamin (Underwriting Fee ).

1.7 ASX Quotation

1.8 Participating and Non Participating Shareholders

1.9 New Shares

1.10 Participation in dividends

1.11 Possible income tax implications regarding the Rights

1.12 CHESS

1.13 Professional Advice

1.14 Directors’ and Substantial Shareholders Intentions in respect of Entitlements

Section 2 What You May Do

2.1 Participating Shareholders

2.2 Apply for all your Rights

2.3 Shortfall Offer

2.4 Rights not taken up

2.5 Entitlement and Acceptance Form is binding

2.6 Rights trading

2.7 Non Participating Shareholders and appointment of a nominee for Non Participating Shareholders

2.8 Foreign Selling Restrictions

Section 3 Purpose and effect of the Offer

3.1 Reasons for the Offer and use of funds

3.2 Funds raised

3.3 Impact on capital structure

3.4 Potential control effect

100% take up by remaining Participating Shareholders

50% take up by remaining Participating Shareholders

25% take up by remaining Participating Shareholders

0% take up by remaining Participating Shareholders

3.5 Takeovers prohibition of 20% voting power threshold

3.6 Dividend Policy

3.7 Future dividends will be determined by the Directors.

PHOSCO LTD Capital/Financing Update 2014