PHOSCO LTD — Investor Presentation 2012

Apr 25, 2012

"Closing the Transaction"

Presentation

David Regan – Managing Director April 2012 Investor Presentation

Disclaimer

This presentation is not a prospectus nor an offer of securities in any jurisdiction nor a securities recommendation. The information in this presentation is an overview and does not contain all information necessary for investment decisions. In making investment decisions in connection with any acquisition of securities, investors should rely on their own examination of Celamin Ltd and consult their own legal, business and/or financial advisers.

The information contained in this presentation has been prepared in good faith by Celamin Ltd, however no representation or warranty expressed or implied is made as to the accuracy, correctness, completeness or adequacy of any statements, estimates, options, or other information contained in this presentation. To the maximum extent permitted by law, Celamin Ltd, its Directors, officers, employees and agents disclaim liability for any loss or damage which may be suffered by any person through the use of reliance on anything contained in or omitted from this presentation.

Certain information in this presentation refers to the intentions of Celamin Ltd, but these are not intended to be forecasts, forward looking statements or statements about the future matters for the purposes of the Corporations Act or any other applicable law. The occurrence of the events in the future are subject to risk, uncertainties and other actions that may cause Celamin Ltd's actual results, performance or achievements to differ from those referred to in this presentation. Accordingly Celamin Ltd, its Directors, officers, employees and agents do not vie any assurance or guarantee that the occurrence of these events referred to in the presentation will actually occur as contemplated.

Competent Person's Statement

Information in this presentation that relates to Exploration Results and Mineral Resources is based on information compiled by Mr Donald Thomson, who is a member of the Australasian Institute of Mining and Metallurgy. Mr Donald Thomson is a consultant geologist engaged by Celamin Holdings NL and has sufficient experience relevant to the style of mineralisation and types of deposit under consideration and to the activities to qualify as a Competent Person as defined in the 2004 Edition of the "Australian Code for Reporting of Mineral Resources and Ore Reserves:. Mr Thomson consents to the inclusion in this presentation of the matters based on information in the format and context in which it appears.

Company Profile

Directors
Non exec. ChairmanThe Honourable AndrewThomson(BA, LLB, LLM)	•Former Federal MP and Citadel ResourcesGroup Chairman•Chairman Athena Resources (ASX: AHN) &Gulf & Asia Mining•MiddleEast/Asia consultant to MinterEllison on investment & governmentrelations•Languages include Japanese, Mandarin &Arabic
Managing DirectorDavid Regan(LLB)	•Former Citadel Resources Group director•Extensive major resource companyexecutive experience•More than 15 years of North African/MiddleEast experience in Resources Sector
Non exec DirectorMartin Broome(BSc, MSc)	•Over 37 years experience in the Africanminerals industry•Lengthyexecutive and technical experiencewith African Mining Consultants and ZCCM•Director Barclays Bank of Zambia
Non-execDirector &Company SecretaryMelanieLeydinCA, BBus (Swinburne)	•Principal Leydin Freyer accounting•19 years audit and ancillaryserviceexperience for resourcecompanies

Equity Capital Profile
ASXCode	CNL
Market Capitalisation (current @20¢/CNL share)	$10.8M
Post transaction issued capital(max. incl. raising)
Shares (incl. 72.5M transaction and 50M raising)	176.5M
Partly Paid (10¢ to pay, first call 17/12/2012)	15.5M
Options (20¢exercisable 31/3/2014)	25.4M

Top Shareholders (as at 13/4/2012)
AfricanLion3Limited	15.85%
CommonwealthBankofAustralia	8.72%
RMBResourcesLimited	6.88%
D.Regan& M.Regan(Regan Superannuation Fund)	6.23%
Dawesville Nom's PL (P.AverySuperannuation Fund)	5.56%
DouglasWakleyCahill	5.10%

Management Team

Directors
Managing DirectorDavid Regan(LLB)	•Former Citadel Resources Group director•Extensive major resource company executive experience•More than 15 years of North African/Middle East experience in Resources Sector
Director of Celamin LimitedNadirSekfaliB.Econ	•Former VicePresident Commercial of National Oil Company in North Africa•Extensive Experience in Natural Resources Sector in North Africa
Head of TechnicalDonald ThomsonB.ScGeology Hons.La Trobe University	•25+ years Geological experience in senior management roles including in the MiddleEast Region•Experienced in Mineral Resource Estimation and compliance with JORC Standards
Project LeaderRoger GroganMining Engineer	•30 plus years experience as Mining Engineer•Extensive experience in project evaluation, mine design and optimisation, miningequipment selection and optimisation•Extensive experience in PFS and FS for surface and underground mines
Project ManagerElyes SoukahElectro-Mech.Engineer	•Projectmanagement of Tunisian Infrastructure Projects –Senior Project manager•Strong Project Management Skills and 25 years Experience
SeniorGeologistTakashi MatsumuraB. Eng (Mining Geology)Akita Mining CollegeM. Geochemistry: Akita Uni.	•35+years experience in Mining Industry in Australia, South America, North Africaand Middle East•Previously worked with Citadel Resources in Saudi Arabia•Working on the ground in Tunisia for last three years good working relationships withTunisians and TMS
ProcessMetallurgyProf. Ammar HenchiriPhD Applied Mineralogy	•PHD in Phosphate•30+ years experience inTunisian Sedimentary Phosphate•Expert on Floatation of Tunisian Phosphate

Transaction Summary

Existing

• Celamin Holdings Ltd (ASX CNL) has acquired 10% of Celamin Ltd
• Consideration was 2.5M CNL shares, 7.5M CNL partly paid's and 5.0M CNL options (20¢ exercisable 31/3/2014)
• Celamin Ltd vendors/associates hold 15.8% of CNL (fully diluted basis)

Transaction

• 72.5M CNL shares issued to Celamin Ltd vendors/associates
• Non-associated investors will hold 59.7% of CNL (fully diluted basis, assuming the maximum capital raising being undertaken)
• A compliance prospectus has also been issued to raise up to $10M via a capital raising to nonassociated investors/shareholders

Capital Raising

• Up to 50M new CNL shares at 20¢ per share are being offered under the prospectus. The indicative closing date for the public offer is 11 May 2012.

Priority Offer

• 5M of the 50M new shares will be offered in priority to existing shareholders as at the Priority Offer Record Date. Any unallocated "Priority" shares will form part of the public offer
• All CNL shareholders may apply for new shares under the public offer

Loyalty Options

• Options exercisable at $0.35 by 28/6/2013 will be issued on (1 option for 2 CNL shares) to shareholders on the register on the Loyalty Offer Record Date (29/06/2012)

September, 2010 Acquisition Agreement CNL Acquire 100%* of Celamin Limited in steps

October, 2010 Agreement Announced CNL agrees to complete transaction with Celamin LTD

November, 2011 *10% of Celamin Ltd 2,500,000 – Shares 5,000,000 – Options 7,500,000 – Partly Paid Shares

March, 2012 Independent Expert Report Declares valuation of Celamin LTD to be "Fair & Reasonable"

April, 2012 *90% of Celamin Ltd 72,500,00 - Shares

2012 Transaction Complete CNL owns 100% of Celamin LTD and it's assets.

Capital Raising & Re-Listing

May, April + May 2012 CNL raises up to $10,000,000

	Minimum	Maximum
Chaketma Delineation Program	$2.0M	$3.0M
Chaketma Scoping Study	$1.0M	-
DFS	-	$4.0M
Corporate	$1.2M	$1.2M
Other Projects	$0.8M	$1.8M
Total of Capital Raising	$5.0M	$10.0M

Equity on Issue

	Minimum Subscription$5.0M	Maximum Subscription$10.0M
Ordinary -Shares	53,956,177	Unchanged
Vendor -Share Issue	72,500,000	Unchanged
Prospectus -Shares	25,000,000	50,000,000
Partly Paid -Shares	15,471,296	Unchanged
Options	25,367,001	Unchanged
Loyalty Options	75,766,766	88,266,766
TOTAL (fully diluted)	268,061,240	305,561,240
Market Capitalisation@ ($0.20/share) –excludes options	$33.4M	$38.4M
Market Capitalisation@ ($0.20/share) –fully diluted	$53.6M	$61.1M

Indicative Capital Raising Timetable

Event	Date
Prospectus lodged with ASIC	13 April 2012
Priority Offer Record Date	13 April 2012
Opening Date‐Priority and Public Offer Opening Date	20 April 2012
Priority Offer Closing Date	27 April 2012
Shares Suspended from Trading	27 April 2012
General Meeting	27 April 2012
Public Offer Closing Date	11 May 2012
Issue of Shares under Prospectus	15 May 2012
Despatch of Transaction Confirmation Statements	15 May 2012
Completion of Celamin Limited Acquisition	15 May 2012
Listing on ASX	22 May 2012
The dates are indicative only and are subject to change without notice.

Phosphate Rock Demand and Prices

In 2010/11 "Phosphate fertilizer demand is estimated is estimated to have increased by 8.8% to 40.7 Mt, surpassing its 2007/08 record." (IFA)

Global Fertiliser Consumption (Mt nutrients)
	N	P2O5	K2O	Total
2007/08	100.5	38.4	28.1	167.9
2008/09	98.2	33.6	23.5	155.2
2009/10	101.9	37.4	23.7	162.9
2010/11 (e)	104.5	40.7	27.9	173
Change	+2.6%	+8.8%	+17.7%	+6.2%
2011/12 (f)	107.7	41.1	29.5	178.2
Change	+3.1%	+1.0%	+5.7%	+3.0%
2012/13 (f)	109.5	42.3	30.5	182.2
Change	+1.7%	+3.0%	+3.3%	+2.3%
Source: International Fertilizer Industry Association, March 2012

Fertiliser/Phosphate Demand

High crop prices are driven by:

• Population growth
• Income growth and diet diversification
• High energy prices and
• Rising biofuel production, and
• Declining growth in agricultural productivity……

"Current high agricultural prices are boosting fertilizer demand in market oriented economies as farmers try to optimize yields."

Source: International Fertiliser Industry Association (IFA)

Leading to robust fertiliser demand

Celamin Assets – Tunisia & Algeria

Location & Country Attributes

• Tunisia Mining Tax 25% (but tax exempt for first 5 year)
  • Royalty 1% of gross revenue
  • Repatriation no tax on shareholder dividends. Repatriation allowed
• Algeria Mining Tax 33%
  • Royalty 2.0% for non-ferrous metals
  • Ownership 49% ownership for foreigners (51% Algerian interest)

Infrastructure – Tunisia

• Rail SNCFT (Societe National Chemin de Fer Tunisienne) operates network
  • Preliminary review conducted
  • Need for line upgrades, rolling stock and sidings
• Port OMMC (Office de la Marine Marchande et des Ports) operates ports
  • Preliminary discussions
  • Port of Rades (Tunis) well equipped (bulk storage, rail siding, loading...)
• Power STEG (Société Tunisienne de L'Electricité et du Gaz) operates power
• Water Available

Two flagship phosphate projects

1.Chaketma – Resource Definition & Scoping Study underway

• Exploration target potential of 150-245Mt
• 2.Bir El Afou (BEA) initial prefeasibility study completed, more to do
  • Inferred resource at BEA with good exploration target potential identified

Benefits of projects:

• High grade concentrate of 30% P20**5** achievable
• Positive Government and community support at all levels
• Excellent rail, port, water electricity and general infrastructure
• Attractive investment terms (5 year tax holiday)

Status of Chaketma

• Initial 12 hole program and 5 trenches completed
• Historic CPG data confirmed by Celamin
• Less than half of prospect area covered by drilling
• Mapping updated
• Drilling & trenching to continue at Kef El Louz trenching shows excellent result
• Scoping study team established
• Same infrastructure for BEA

Chaketma Drilling & Trenching

Chaketma – Drilling Results

Drill Hole	From	Intercept Length (m)	Average grade PO%25
CHDD-2011-008	8.6	23.4	21.6
CHDD-2011-003	137.3	24	19.8
CHDD-2011-002	153.2	20.4	21.2
CHDD-2011-009	14.9	16.1	20.4
CHDD-2011-004	100.7	15.6	20.5
CHDD-2011-001	149	14.7	20.2
CHDD-2011-012	13.3	13.5	21.9
CHDD-2011-010	23.5	14.9	18.6
CHDD-2011-005	73.7	13	20.5
CHDD-2011-006	94.3	8.9	21.1
CHDD-2011-007	96.9	9.1	20.0
CHDD-2011-011			NSI

Chaketma – Trenching Results

Comparison with Historic Results from the 1960's

Trench	New	P2O5	Historical PO25
CHT001	39.6 metres	22.1%	39m @ 22.4%
CHT002	20.3 metres	19.5%	18m @ 20.8%
CHT003	18.9 metres	17.9%	17m @ 19.7%
CHT004	18.2 metres	19.5%	18m @ 18.9%
CHT005	11.6 metres	20.4%	9m @ 20.4%

Chaketma Forward Program

• Drilling 8-10,000 metres
• Metallurgy pilot test work ahead
• Resources define tonnes & grade
• Feasibility assess pathway to production

Areas of Study

Resource	Metallurgy		Mine		Rail Study	Water
	Electricity	Port		EIS	& Cadastre	Social Study

Chaketma Technical Management

• Project Leader Roger Grogan (Direct Mining Services)
• Technical Manager Elyes Soukah (Managing & Co-ordinating Studies)
• Geologist Support
• New DH rig to improve drilling rates now 3 Rigs
• New options for faster analysis;
  • Portable XRF analyser purchased
  • Alternative laboratory trialed for routine analysis
• Tunis office fully operational

Bir El Afou – Second Phosphate Project

Other Projects – Tunisia

North Tunisia – Base Metals & Tailings

Exploration is targeting 3 areas with MVT lead-zinc mineralization to prove sufficient resources for development.

Exploration program will comprise:

• Compilation of historic data
• Diamond drill testing of best targets
• Pilot metallurgical test work
• Process design and study of Capex and Opex establishing a mining and milling operation

Algeria – Oued El Kebir Base metals

Objective:

Complete due diligence in 2012. Initial program to establish metal distribution and zonation and provide material for studies into selective floatation

Exploration program will comprise:

• 3 hole diamond drilling program for due diligence
• Selective floatation tests on the different styles of mineralization(Ag, Cu, Zn)
• Process design
• Study Capex & Opex for OEK Kuroko mineralization to determine cut-off grade and resource base needed for economic mining

• Location proximity to Europe
• Quality Northern Africa is a key global phosphate supplier
• Demand interest from industry players
• Board/Management team strengthened / in-country expertise
• Infrastructure roads, rail, ports, power, water
• Consolidation Celamin Holdings & Celamin Limited being 'merged'
• Bonus loyalty 1:2 option

Thank you