PHOSCO LTD — Interim / Quarterly Report 2012

Oct 29, 2012

Appendix 5B

Rule 5.3

Mining exploration entity quarterly report

Introduced 1/7/96. Origin: Appendix 8. Amended 1/7/97, 1/7/98, 30/9/2001.

Name of entity

CELAMIN HOLDINGS NL

ABN Quarter ended ("current quarter")

Year to date

82 139 255 771 30 SEPTEMBER 2012

Current Quarter

Consolidated statement of cash flows

Cash flows related to operating activities		$A	(3 months)
			$A
1.1	Receipts from product sales and related debtors	-	-
1.2	Payments for
	(a) exploration and evaluation	(1,462,212)	(1,462,212)
	(b) development	-	-
	(c) production	-	-
	(d) administration	(444,611)	(444,611)
1.3	Dividends received	-	-
1.4	Interest and other items of a similar nature	25,669	25,669
	received
1.5	Interest and other costs of finance paid	-	-
1.6	Income taxes paid	-	-
1.7	Other (provide details if material)	-	-
	Net Operating Cash Flows	(1,881,154)	(1,881,154)
	Cash flows related to investing activities
1.8	Payment for purchases of:
	(a) prospects/farmins	-	-
	(b) equity investments	-	-
	(c) other fixed assets	(3,965)	(3,965)
1.9	Proceeds from sale of:
	(a) prospects	-	-
	(b) equity investments	-	-
	(c) other fixed assets	-	-
1.10	Loans to other entities	-	-
1.11	Loans repaid by other entities	-	-
1.12	Other (provide details if material)	-	-
	Net investing cash flows	(3,965)	(3,965)
1.13	Totaloperatingandinvestingcashflows
	(carried forward)	(1,885,119)	(1,885,119)

+ See chapter 19 for defined terms.

1.13	Totaloperatingandinvestingcashflows
	(brought forward)	(1,885,119)	(1,885,119)
	Cash flows related to financing activities
1.14	Proceeds from issues of shares	8,495	8,495
1.15	Proceeds from sale of forfeited shares	-	-
1.16	Proceeds from borrowings	-	-
1.17	Repayment of borrowings	-	-
1.18	Dividends paid	-	-
1.19	Other – Capital raising costs	(60,136)	(60,136)
	Net financing cash flows	(51,641)	(51,641)
	Net increase (decrease) in cash held	(1,936,760)	(1,936,760)
1.20	Cash at beginning of quarter/year to date	4,533,945	4,533,945
1.21	Exchange rate adjustments to item 1.20	(12,480)	(12,480)
1.22	Cash at end of quarter	2,584,705	2,584,705

Payments to directors of the entity and associates of the directors Payments to related entities of the entity and associates of the related entities

		Current quarter$A
1.23	Aggregate amount of payments to the parties included in item 1.2	209,427
1.24	Aggregate amount of loans to the parties included in item 1.10	-

1.25 Explanation necessary for an understanding of the transactions

Employment costs and Consultancy fees paid to directors and related entities during the September 2012 quarter.

Non-cash financing and investing activities

2.1 Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows

Nil

2.2 Details of outlays made by other entities to establish or increase their share in projects in which the reporting entity has an interest

Nil

+ See chapter 19 for defined terms.

Financing facilities available

Add notes as necessary for an understanding of the position.

		Amount available$A'000	Amount used$A'000
3.1	Loan facilities	-	-
3.2	Credit standby arrangements	-	-

Estimated cash outflows for next quarter

	Total	1,496
4.4	Administration	496
4.3	Production	-
4.2	Development	-
4.1	Exploration and evaluation	1,000
		$A'000

Reconciliation of cash

Reconciliation of cash at the end of the quarter (asshown in the consolidated statement of cash flows) tothe related items in the accounts is as follows.		Current quarter$A'000	Previous quarter$A'000
5.1	Cash on hand and at bank	2,585	4,534
5.2	Deposits at call	-	-
5.3	Bank overdraft	-	-
5.4	Other	-	-
	Total: cash at end of quarter (item 1.22)	2,585	4,534

Changes in interests in mining tenements

		Tenement	Nature of interest	Interest at	Interest at
		reference	(note (2))	beginning	end of
				of quarter	quarter
6.1	Interests in miningtenements relinquished,reduced or lapsed
6.2	Interests in miningtenements acquired orincreased

+ See chapter 19 for defined terms.

Issued and quoted securities at end of current quarter

Description includes rate of interest and any redemption or conversion rights together with prices and dates.

		Total number	Number quoted	Issue price per	Amount paid up
				security (see	per security (see
				note 3) (cents)	note 3) (cents)
7.1	Partly paid	15,404,296	15,404,296	$0.001	$0.001
	+securities
	(description)
7.2	Changes during
	quarter
	(a) Increases
	through issues
	(b) Decreases
	through paid up	(67,000)	(67,000)	$0.10	$0.10
	capital, returns ofcapital, buy-backs,
	redemptions
7.3	+Ordinary	151,822,152	79,322,152
	securities
7.4	Changes during
	quarter
	(a) Increases	67,000	67,000	$0.10	$0.10
	through issues	8,975	8,975	$0.20	$0.20
	(b) Decreases
	through returns of
	capital, buy-backs
7.5	+Convertible debtsecurities	-	-	-	-
	(description)
7.6	Changes during
	quarter
	(a) Increases
	through issues
	(b) Decreases
	through securities
	matured, converted
7.7	Options
	(description and	25,358,026	25,358,026	$0.01	$0.01
	conversion factor)	($0.20, 31/03/14)
		75,984,913($0.35, 28/06/13)	75,984,913	-	-
7.8	Issued during
	quarter	75,984,913	75,984,913	-	-
7.9	Exercised during
	quarter	8,975	8,975	$0.20	$0.20
7.10	Expired during
	quarter
7.11	Debentures
	(totals only)
7.12	Unsecured notes
	(totals only)

+ See chapter 19 for defined terms.

Compliance statement

• 1 This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act or other standards acceptable to ASX (see note 4).
• 2 This statement does give a true and fair view of the matters disclosed.

Sign here:

(Company Secretary)

Print name: MELANIE LEYDIN Date: 30 October 2012

Notes

• 1 The quarterly report provides a basis for informing the market how the entity's activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report.
• 2 The "Nature of interest" (items 6.1 and 6.2) includes options in respect of interests in mining tenements acquired, exercised or lapsed during the reporting period. If the entity is involved in a joint venture agreement and there are conditions precedent which will change its percentage interest in a mining tenement, it should disclose the change of percentage interest and conditions precedent in the list required for items 6.1 and 6.2.
• 3 Issued and quoted securities The issue price and amount paid up is not required in items 7.1 and 7.3 for fully paid securities*.*
• 4 The definitions in, and provisions of, AASB 1022: Accounting for Extractive Industries and AASB 1026: Statement of Cash Flows apply to this report.
• 5 Accounting Standards ASX will accept, for example, the use of International Accounting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with.

== == == == ==

+ See chapter 19 for defined terms.