PHOSCO LTD — Regulatory Filings 2011

Feb 7, 2011

ACN 139 255 771 ABN 82 139 255 771

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Celamin Holdings N.L

Suite 304, 22 St Kilda Road, St Kilda, VIC 3182 Phone: (03) 9692 7222 Fax: (03) 9529 8057 Email generaladmin@victoriangoldmines.com.au

8 February 2011

COMPLETION OF ACQUISTION OF CELAMIN LIMITED

Board of Directors

Kevin Nichol (Chairman)

David Regan (Executive Director)

Peter Avery (Non-executive Director)

Michael Trifunovic (Non-executive Director)

On 21 December 2010, Celamin Holdings NL (ASX Code: CNL) ( Celamin or the Company ) announced that it had reached agreement with the shareholders of Celamin Limited to vary the conditional agreement for acquisition of 100% of Celamin Limited. This amended agreement will result in the acceleration of the acquisition by the Company of the shares of Celamin Limited

Company Secretary

Melanie Leydin

Despite recent political events in Tunisia the Company continues to expect the pre conditions to the acquisition to be satisfied in or about August 2011 with completion of the acquisition to take place shortly thereafter.

Securities on Issue:

CNL: 46,634,003 ordinary shares

• CNLO: 25,367,001 options expiring 31 March 2014

CNLCA: 18,126,801 partly paid shares

Completion will be conditional upon the Company obtaining all necessary shareholder approvals. Prior to the convening of the shareholders meeting the Company will discuss with ASX the extent of the application of the provisions of Chapter 11 of the ASX Listing Rules and the application or otherwise of the provisions of Chapters 1, 2 of the ASX Listing Rules.

Yours faithfully, CELAMIN HOLDINGS NL

Kevin Nichol Chairman

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Celamin Holdings N.L ACN 139 255 771 ABN 82 139 255 771 Suite 304, 22 St Kilda Road, St Kilda, VIC 3182 Phone: (03) 9692 7222 Fax: (03) 9529 8057 Email generaladmin@victoriangoldmines.com.au

About Celamin Holdings NL

Celamin Holdings NL (ASX Code CNL) is an ASX listed company focused on the exploration and development of resource projects in North Africa initially in Tunisia and Algeria.

Through Celamin Ltd (Celamin), the Company's immediate focus is the Bir El Afou Phosphate project held in partnership with local company Tunisian Mining Services SA (TMS). A pre feasibility study targeted on a high grade, low cost Stage 1 mine development is expected to be completed by end September 2011. The Company has currently targeted first mine production by the end of 2013.

Celamin also holds another Phosphate exploration permit in Tunisia with TMS (Chaketma). This project has larger target potential than Bir El Afou. The Company¹s development plan is for a sequential staged development depending on market conditions once Bir El Afou Stage 1 is in production.

Celamin has also acquired rights to several base metal tailings Projects in Tunisia with TMS and is farming in to an Exploration Permit with base metal (Pb/Zn) targets.