PHOSCO LTD — Capital/Financing Update 2021

Dec 2, 2021

Proposed issue of securities

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Announcement Summary

Entity name

CELAMIN HOLDINGS LIMITED

Announcement Type

New announcement

Date of this announcement

3/12/2021

The Proposed issue is:

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A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Unlisted options, exercisable at $0.10 (10 cents) each,	7,314,209
confirmed	expiring 31 August 2022
CNL	ORDINARY FULLY PAID	29,256,839

Proposed +issue date

13/12/2021

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

CELAMIN HOLDINGS LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ABN

Registration Number

82139255771

1.3 ASX issuer code

CNL

1.4 The announcement is

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New announcement

1.5 Date of this announcement

3/12/2021

1.6 The Proposed issue is:

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A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional Yes securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description CNL : ORDINARY FULLY PAID Number of +securities proposed to be issued 29,256,839 Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.07500

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

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Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? No No

ASX +security code +Security description New class-code to be confirmed Unlisted options, exercisable at $0.10 (10 cents) each, expiring 31 August 2022

+Security type

Options

Number of +securities proposed to be issued

7,314,209

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

The 7,314,209 options are proposed to be issued as free attaching options to the proposed issue of 29,256,839 Shares, being one free attaching option per four Placement Shares.

The issue of the 7,314,209 free attaching options is conditional upon shareholder approval to be sought at the Company's AGM proposed to be held on 21 January 2022.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

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Options details

+Security currency

AUD - Australian Dollar

Exercise price Expiry date AUD 0.1000 31/8/2022

Details of the type of +security that will be issued if the option is exercised

CNL : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

One fully paid ordinary share will be issued for every one option exercised (ASX:CNL)

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Part 7C - Timetable

7C.1 Proposed +issue date

13/12/2021

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

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Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

29,256,839 fully paid ordinary shares

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules?

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No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Cumulus Wealth Pty Ltd and Discovery Capital Partners Pty Ltd acted as Joint Lead Managers.

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

The Company will pay the Joint Lead Managers a sales fee equal to 4% of the total Placement Amount. In addition, the Company will pay each Joint Lead Manager a management fee equal to 1% of the total Placement Amount.

7E.2 Is the proposed issue to be underwritten?

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No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

The Placement proceeds will be used to fund exploration, technical studies, and working capital to advance the world class Chaketma phosphate project towards a Bankable Feasibility Study in late CY2022.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

The Company has proposed a Capital Raising through Placement in two Tranches. This form pertains to Tranche 1 consisting of proposed issue of 29,256,839 Shares and 7,314,209 free attaching options.

The issue of the 7,314,209 free attaching options referred to in this form is conditional upon shareholder approval to be sought at the Company's Annual General Meeting proposed to be held on 21 January 2022 and, if approved, those options would be issued on or about 25 January 2022.

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with

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the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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