CELAMIN HOLDINGS NL

ACN 139 255 771

PROSPECTUS

For a pro-rata bonus issue of one (1) Bonus Option for every two (2) Shares held by Eligible Shareholders

The Bonus Options are being issued free to Eligible Shareholders

ELIGIBLE SHAREHOLDERS ARE NOT REQUIRED TO TAKE ANY ACTION IN RELATION TO THE ISSUE OF BONUS OPTIONS PURSUANT TO THIS PROSPECTUS

IMPORTANT NOTICE

This is an important document and should be ready in its entirety. If you do not understand it, you should consult your financial or other professional adviser without delay. The securities offered by this Prospectus are of a speculative nature.

Directors	Andrew Thomson (Chairman)David Regan (Managing Director)Martin Broome (Non-Executive Director)Melanie Leydin (Non-Executive Director)
Company Secretary	Melanie Leydin
Registered Office	Level 4100 Albert RoadSouth Melbourne, Victoria, 3205 AUSTRALIATelephone: +61 3 9692 7222Facsimile:+61 3 9077 9233
Share Registry	Advanced Share Registry150 Stirling HighwayNedlands, WA, 6009Telephone: +61 8 9389 8033Facsimile:+61 8 9389 7871
Auditors	AFS & Associates61-65 Bull StreetBendigo, Vic 3550Telephone: +61 3 5443 0344Facsimile:+61 3 5443 5034
Solicitors	TressCox LawyersLevel 9469 La Trobe StreetMelbourne, Vic, 3000Telephone: +61 3 9602 9444Facsimile:+61 3 9642 0382
Website	www.celaminnl.com.au

INDICATIVE TIMETABLE

The indicative timetable for the Bonus Issue is as follows:

EVENT	DATE
Prospectus lodged with ASIC and copy provided to ASX	2 July 2012
Appendix 3B lodged with ASX	2 July 2012
Record Date to identify Eligible Shareholders	16 July 2012
Prospectus and Holding Statements despatched to Eligible Shareholders	30 July 2012

Subject to the ASX Listing Rules these dates are indicative only and the Directors reserve the right to vary the dates for the Bonus Issue at their discretion.

TABLES OF CONTENTS

1.	DETAILS OF THE BONUS ISSUE	9
2.	THE COMPANY	14
3.	EFFECT OF THE BONUS ISSUE ON THE COMPANY	14
4.	RISK FACTORS	18
5.	RIGHTS AND LIABILITIES ATTACHING TO BONUS OPTIONS AND TO
	UNDERLYING SHARES	24
6.	ADDITIONAL INFORMATION	35
7.	DIRECTORS STATEMENT	45
8.	DEFINED TERMS	46

IMPORTANT NOTICES

This Prospectus is dated 2 July 2012 and was lodged with ASIC on 2 July 2012. ASIC and ASX take no responsibility for the contents of this Prospectus.

This Prospectus is for an offer of options to acquire continuously quoted securities, issued in accordance with section 713 of the Corporations Act.

No Bonus Options will be granted on the basis of this Prospectus after the expiry date of the Prospectus, which is 13 months after the date of this Prospectus.

In making representations in this Prospectus, regard has been given to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to shareholders and professional advisers who shareholders may consult. Except as required by law, and only to the extent required, neither the Company nor any other person warrants or guarantees the future performance of the Company or any return on investment made pursuant to this Prospectus.

Various statements in this Prospectus constitute statements relating to intentions, future acts and events. Such statements are generally classified as forward looking statements and involve known and unknown risks, uncertainties and other important factors that could cause those future acts, events and circumstances to differ from the way or manner in which they are expressly or implicitly portrayed herein.

This Prospectus does not constitute an offer of securities in any place in which, or to any person to whom, it would not be lawful to make such an offer. Where the Prospectus has been dispatched to persons domiciled in a country other than Australia and where that country's securities code or legislation prohibits or restricts in any way the making of the offer, the Prospectus is provided for information purposes only. Any recipient of this Prospectus domiciled in a country outside of Australia should consult their professional advisers on requisite formalities and restrictions that may apply to them.

No person is authorised to give any information or to make any representation in connection with the offer which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the offer.

Expressions used in this Prospectus with an upper case initial letter have defined meanings which are set out at the end of this Prospectus.

This Prospectus should be read in its entirety. The risk associated with investing in the Company are significant and Eligible Shareholders should carefully consider those risks and seek professional advice before deciding whether to invest.

If you do not fully understand this Prospectus or are in any doubt as to how to deal with it, you should consult your professional advisor. In particular, it is important that you consider the risk factors (see Section 4 of this Prospectus) that could affect the performance of the Company before making any investment decision.

CHAIRMAN'S LETTER

Dear Eligible Shareholder

On behalf of the Directors of Celamin Holdings NL, I am pleased to present this Prospectus for the pro-rata Bonus Issue to Eligible Shareholders.

The Bonus Issue will be made on the basis of one (1) Bonus Option for every two (2) Shares held by you (as an Eligible Shareholder) on the Record Date, being 5.00pm (Perth time) on 16 July 2012. The Bonus Options are being issued to you free of charge. Each Bonus Option will be exercisable for one fully paid ordinary Share at an exercise price of $0.35 each on or before 5.00pm (Perth time) on 28 June 2013.

The purpose of the Bonus Issue is to reward you for your loyalty and support of the Company. The Company will seek quotation of the Bonus Options on ASX and, if the Bonus Options are admitted to quotation, you will have the opportunity to trade the Bonus Options on market. Alternatively, you may elect to exercise the Bonus Options for one fully paid ordinary Share at a fixed price during the exercise period, which may be at a discount to the market price of the Shares.

As the Bonus Options are being issued for no consideration, no funds will be raised under the Bonus Issue. If all the Bonus Options are exercised the Company will receive approximately $26,582,388. It is currently intended that any funds raised by the exercise of the Bonus Options will be used to fund ongoing exploration and evaluation activities and the Company's general working capital requirements (depending on when the Bonus Options are exercised and the Company's requirements at the relevant time).

You are not required to take any action in respect of the Bonus Issue and will receive a holding statement or allotment advice for the Bonus Options the subject of your entitlement in accordance with the timetable set out on page 2 of this Prospectus.

Yours sincerely

Andrew Thomson Chairman

INVESTMENT OVERVIEW

IMPORTANT NOTICE

This Section is not intended to provide full information for Eligible Shareholders and accordingly this Prospectus should be read in its entirety. The Bonus Options and Shares that may be issued upon their exercise carry no guarantee in respect of a return of capital, return on investment, payment of dividends or the future value of Shares.

KEY INVESTMENT HIGHLIGHTS

As an Eligible Shareholder, you are entitled to 1 free Bonus Option for every 2 Shares held as at 5.00pm (Perth time) on 16 July 2012.
You may exercise each Bonus Option on or before 5.00pm (Perth time) on 28 June 2013 for 1 fully paid ordinary share at an exercise price of $0.35 each.
If the Bonus Options are admitted to quotation on ASX, you will have the opportunity to trade them on market.
If the Bonus Options are exercised in full, it will raise up to approximately $26,582,388 for the Company.
Any funds raised from the exercise of the Bonus Options will be applied towards ongoing exploration activities at the Chaketma Phosphate Project and the Company's other exploration projects and the Company's working capital requirements (depending on when the Bonus Options are exercised and the Company's requirements at the time).

KEY INVESTMENTS RISKS

The market price of the Company's Shares may fluctuate and, if the market price of the Company's shares is below $0.35, it is unlikely that the Bonus Options will be exercised.
If no, or a low proportion of, Bonus Options are exercised, the Company may need to rely more heavily on future capital raisings, which could result in dilution to your Shareholding (depending on the nature of the capital raising).
There is a risk that the Bonus Options may not meet ASX's quotation conditions, in which case you will not be able to trade them on market.
If the Bonus Options are admitted to quotation, the price at which you may trade Bonus Options may fall as well as rise.
Depending upon your individual circumstances, the exercise or sale of Bonus Options may have taxation consequences.
If you do not exercise the Bonus Options and other investors do, your Shareholding will be diluted.

These are a summary of the key investment highlights and risks only. You should read this Prospectus in full, including Section 1 which contains details of the Bonus Issue, Section 4 which contains more detailed disclosure of the risks associated with the Bonus Issue and an investment in the Company and Section 5 which contains the terms and conditions of the Bonus Options and the underlying Shares.

1. DETAILS OF THE BONUS ISSUE

1.1. The Bonus Issue

The Company is making a pro-rata Bonus Issue to Eligible Shareholders on the basis of one (1) Bonus Option for every two (2) Shares held on the Record Date. The Bonus Options are being issued free of charge. The Bonus Options will be exercisable for one fully paid ordinary Share at an exercise price of $0.35 each, on or before 5.00pm (Perth time) on 28 June 2013.

The primary purpose of the Bonus Issue is to reward you for your loyalty and support of the Company. You will have the opportunity to increase the number of Shares you hold by exercising Bonus Options for one fully paid ordinary Share at a fixed price of $0.35 each, which may be at a discount to the market price for Shares, depending on the market price of Shares during the exercise period. Alternatively, if the Bonus Options are admitted to official quotation, you will have the opportunity to trade the Bonus Options on market.

The maximum number of Bonus Options to be granted pursuant to this Bonus Issue is approximately 75,949,679 Bonus Options (subject to rounding). If, prior to the Record Date, some or all of the existing 25,367,001 Options are exercised, this will increase the number of Bonus Options to be granted under the Bonus Issue.

In the calculation of individual Entitlements to Bonus Options, fractions will be rounded up to the nearest whole number.

Partly Paid Shareholders will be entitled to participate in the issue of Bonus Options in proportion to the amount paid on their partly paid shares.

1.2. Use of Funds

As the Bonus Options are being issued for no consideration, no funds will be raised as a result of the Bonus Issue.

If all the Bonus Options are exercised the Company will receive approximately $26,582,388 (based on the number of Bonus Options to be issued under the Bonus Issue). There is no guarantee that any Bonus Options will be exercised and the proportion exercised will depend on the Share price relative to the exercise price during the exercise period.

It is currently intended that any funds raised by the exercise of the Bonus Options will be used as follows:

(a) to fund ongoing exploration activities at Chaketma Phosphate Project and the Company's other exploration projects; and
(b) for the Company's general working capital requirements.

The application of funds will depend on when Bonus Options are exercised and the Company's requirements at the relevant time.

1.3. Allotment and Allocation

The Bonus Options will be allotted and granted as soon as practicable after the Record Date and otherwise in accordance with the Listing Rules. Holding statements or allotment advices in relation to the Bonus options will be despatched to Eligible Shareholders as soon as practicable and in accordance with the indicative timetable at set out on page 2 of this Prospectus.

It is your responsibility to determine your allocation prior to trading in the Bonus Options (if admitted to quotation). If you sell any Bonus Options before you receive your holding statement or allotment advice, you do so at your own risk.

1.4. ASX Quotation

The Company will apply to ASX within seven days after the date of this Prospectus for the Bonus Options to be listed on the ASX. The Bonus Options will only be admitted to official quotation by ASX if the conditions for quotation of a new class of securities are satisfied (which include, amongst other things, there being a minimum of 100,000 Bonus Options on issue, with at least 50 holders with a Marketable Parcel). If quotation is not granted, the Bonus Options will still be issued but you will not be able to trade them on ASX.

1.5. Eligible Shareholders

Each Shareholder who is registered as the holder of Shares at 5.00pm (Perth time) on 16 July 2012 is entitled to one Bonus Option for every two Shares held.

Existing Option holders may only participate in the Bonus issue in respect of the Shares to be issued on exercise of the Options held by them if they exercise their Options prior to the Record Date and are registered as the holder of the underlying Shares on the Record Date.

Partly Paid Shareholders will be entitled to participate in the issue of Bonus Options in proportion to the amount paid on their Partly Paid Shares.

1.6. Overseas Shareholders

1.7. Taxation and Stamp Duty Implications

The Directors do not consider that it is appropriate to give Eligible Shareholders advice regarding the taxation consequences of being issued Bonus Options under this Prospectus, as it is not possible to provide a summary of the possible taxation positions of all Eligible Shareholders. The Company, its advisors and officers, do not accept any responsibility or liability for any taxation consequences to Eligible Shareholders in respect of the issue of Bonus Options pursuant to this Prospectus. Eligible Shareholders should therefore consult their own professional tax advisor in connection with the taxation implications of the issue of Bonus Options pursuant to this Prospectus.

1.8. Ranking

The terms and conditions of the Bonus Options are set out in Section 5.1 of this Prospectus. Any Shares issued on the exercise of the Bonus Options will rank equally with the existing Shares on issue and the Company will apply for quotation for those Shares on ASX. The rights attaching to Shares are referred to in Section 5.2 of this Prospectus.

1.9. Non-Renounceable

Entitlements are non-renounceable. Accordingly, there will be no trading of rights on ASX and you will be unable to transfer your Entitlement to another party.

1.10. Prohibition on exceeding 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), when exercising Bonus Options granted pursuant to this Prospectus.

The Company expressly disclaims any responsibility for ensuring that you do not breach section 606 as a result of the exercise of the Bonus Options.

If you may be at risk of breaching section 606 as a result of the exercise of Bonus Options, you have the following choices available to you:

(a) sell your Bonus Options, either on market (if the options are admitted to official quotation) or off market;
(b) sell some or all of your Shares prior to exercising any Bonus Options held by you; or
(c) rely on another exemption from the takeovers prohibition in section 611 (such as the 3% creep exemption).

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 the acquisition of Shares following exercise of Bonus Options, you should seek professional advice before exercising any Bonus Options.

1.11. Directors' Discretion

The Directors may at any time decide to withdraw this Prospectus.

The Directors may make determinations in any manner they think fit in relation to any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the Bonus Issue whether generally or in relation to any Shareholder. Any determination by the Board will be conclusive and binding on all Shareholders and other persons to whom the determination relates.

1.12. Indicative Dates

EVENT	DATE
Prospectus lodged with ASIC and copy provided to ASX	2 July 2012
Appendix 3B lodged with ASX	2 July 2012
Record Date to identify Eligible Shareholders	16 July 2012
Prospectus and Holding Statements despatched to Eligible Shareholders	30 July 2012
Subject to the ASX Listing Rules these dates are indicative only and the Directors reserve the right to
vary the dates for the Bonus Issue at their discretion.

1.13. Chess

The Company will participate in the Clearing House Electronic Sub-register System ("CHESS"), in accordance with the ASX Listing Rules and operates an electronic issuersponsored sub-register and an electronic CHESS sub-register. The two sub-registers together will make up the Company's principal register of Shares.

Consequently, the Company will not issue certificates to security holders. Security holders will be provided with transaction confirmation statements (similar to a holding statement), which will set out the number of Bonus Options allotted to them under this Prospectus. At the end of the month of allotment, CHESS (acting on behalf of the Company) will provide security holders with a holding statement that will confirm the number of securities then held.

A holding statement or transaction confirmation statement (whether issued by CHESS or the Company) will also provide details of a security holder's Holder Identification Number in the case of a holding on the CHESS sub-register or security holder Reference Number in the case of a holding in the issuer-sponsored sub-register. Following distribution of these initial statements to all security holders, a holding statement will be provided to each security holder at the end of any subsequent month during which the balance of that security holder's holding of securities changes.

1.14. Dividend Policy

The Directors do not intend to pay dividends in respect of the financial periods ending 30 June 2012 or 31 December 2012. No assurance can be provided about future dividend policy, the extent of future dividends or the franking of dividends.

1.15. Risk Factors

An investment in the Company is considered speculative and involves a number of risks. While the Directors intend to focus management on investment risk minimisation, no assurances can be given by the Company to Shareholders as to the success or otherwise of its business. Eligible Shareholders should consider the risk factors identified in this Prospectus, particularly those identified in Section 4 of this Prospectus, before exercising their Bonus Options.

1.16. Enquiries

If you have any questions regarding the Bonus Issue, or anything referred to in this Prospectus, please contact the Company or the Company's share registry, Advanced Share Registry Services Ltd:

Company:

Telephone:	(03) 9692 7222
Facsimile:	(03) 9077 9233

Share Registry:

Telephone:	(08) 9389 8033
Facsimile:	(08) 9389 7871

2. THE COMPANY

Since re-listing on the Official List of ASX on 18 June 2012, the Company has continued to focus on Chaketma Phosphate project in respect of which a scoping study is due for completion by the end of June 2012 and the results it is due to publish shortly thereafter. The Company's objective is to bring one of its flagship phosphate projects into production as soon as practicable.

The Company is also progressing its other projects in Algeria and Tunisia on a timely basis.

3. EFFECT OF THE BONUS ISSUE ON THE COMPANY

3.1. Effect on Financial Position of the Company

No amounts will be raised by the Company via the issue of Bonus Options under this Prospectus. The issue of Bonus Options pursuant to this Prospectus will not have a material impact on the Company's current financial position other than a decrease in cash reserves of approximately $108,000 being the estimated expenses of the Bonus Issue as set out in Section 6.10 of this Prospectus.

The Company will receive $0.35 for each Bonus Option exercised. If all the Bonus Options issued pursuant to this prospectus are exercised, the Company will receive approximately $26,582,388 (based on the number of Bonus Options to be issued). The likelihood of the Company raising additional capital through the exercise of the Bonus Options is dependent on the market price of the Shares from time to time until the Bonus Options expire.

A pro-forma unaudited Statement of Financial Position as at 31 December 2011 has been prepared and is set out below for illustrative purposes. The pro-forma Statement of Financial Position has been prepared on the same basis and using the same accounting policies as the Company's reviewed financial statements for the half year ended 31 December 2011. The pro-forma Statement of Financial Position has been prepared to take into account both the issue of the Bonus Options and the exercise of all of the Bonus Options, on the basis of the maximum number of Bonus Options to be issued (based on the number of Shares and Partly Paid Shares on issue at the date of this Prospectus and without taking into account the impact of rounding or the expenses associated with the exercise of the Bonus Option or listing of the underlying Shares). There have been no material movements in assets and liabilities of the Company since the completion of the Acquisition of Celamin Limited (and the associated capital raising of $5,058,000) and the date of this Prospectus other than the effects of the expenses of the Bonus Issue of approximately $108,000.

3.2. Pro-Forma Unaudited Consolidated Statement of Financial Position

	Reviewed 31 Dec	Proforma 31 Dec
	2011	2011
Current Assets
Cash and Cash Equivalents	446,427	32,748,087
Trade and other receivables	97,917	208,909
Financial Assets at Fair Value Through Profit or Loss	160,000	160,000
Other	78,586	78,586
Total Current Assets	782,930	33,195,581
Non Current Assets
Property plant and equipment		55,582
Other Financial Assets	4,690,587	109,482
Intangibles		21,878
Exploration and evaluation	3,000,320	22,548,896
Total Non Current Assets	7,690,907	22,735,838
Total Assets	8,473,837	55,931,420

Current Liabilities
Trade and other payables	464,953	1,535,047
Total Current Liabilities	464,953	1,535,047
Total Liabilities	464,953	1,535,047

Net Assets	8,008,884	54,396,373

Equity
Issued Capital	11,493,980	58,099,803
Accumulated losses	(3,485,096)	(3,703,430)
	8,008,884	54,396,373

The pro-forma statement of financial position for Celamin Holdings NL as at 31 December 2011 has been prepared as if the following transactions have taken place at that date:

On consolidation the goodwill recognised has been deemed to be the fair value of the exploration assets acquired as part of the acquisition of Celamin Limited.

Placement of 4,666,669 fully paid ordinary shares to raise $700,000.
Conversion of 200,000 partly paid shares raising $200,000.
The consideration of 72,500,000 new fully paid ordinary shares to be issued with a deemed issue price of $0.20 (20 cents) per consideration share.
The issue of 25,290,000 fully paid shares at a price of $0.20 to raise $5,058,000.
The payment and recognition directly in equity, as a reduction of the share proceeds received, the total cost incurred in connection with the Prospectus of $544,900.
The issue of 75,949,679 Loyalty Options at a cost of $108,000. No funds are raised via the issue of the Loyalty Options.
Funds received of $26,582,388 upon the exercise of 75,949,679 options at an exercise price of $0.35.
The inclusion of the reviewed Celamin Limited Statement of Financial Position as at 31 December 2011.

3.3. Effect of the Bonus Issue on the Capital Structure of the Company

The capital structure of the Company as at the date of this Prospectus is as follows:

Capital Structure	Number
Shares on issue as at date of Prospectus	151,746,177

Total Shares on Issue	151,746,177
Partly Paid Shares on issue as at date of Prospectus	15,471,296
Total Partly Paid Shares on Issue	15,471,296
Options on Issue as at date of Prospectus	25,367,001
Bonus Options	75,949,679
Total Options on Issue	101,316,680

Assuming that no existing Options are exercised prior to the Record Date, and without taking into account the impact of rounding, the capital structure following completion of the Bonus Issue will be as above, however:

(a) the number of listed Options (subject to the quotation requirements in respect of the Bonus Options being met) will increase from nil to 75,949,679; or
(b) if the quotation requirements are not met in respect of the Bonus Options, the number of unlisted Options will increase from 25,367,001 to 101,316,680.

If all Bonus Options are exercised then, assuming no further Shares and no further Options are issued between the date of this Prospectus and the expiry date of the Bonus Options, the total number of Options on issue will decrease by 75,949,679 and the number of Shares on issue will increase from 151,746,177 to:

(a) 227,695,856 assuming no existing Options are exercised; and
(b) 253,062,857 assuming all existing Options are exercised.

3.4. Potential Effect on Control

As at the date of this Prospectus, the relevant interests and voting power of the substantial shareholders of the Company (based on the last substantial shareholding notice of change of directors interest notice lodged with the Company) are as follows:

Shareholder	Number of Shares	Voting Power
David Gerard Michael Regan & Marie	41,550,871	27.38%
Misaki Regan
RNAJ Pty Ltd	21,274,307	14.02%
African Lion 3 Limited	18,552,589	12.23%

IBDC SARL	7,394,300	4.87%
Commonwealth Bank of Australia	7,203,620	4.75%

Neither the Bonus Issue, nor the exercise of Bonus Options, will have a material effect on the control of the Company, with the maximum dilution experienced by any Shareholder that fails to exercise its Bonus Options being 9.13% of its existing voting power.

4. RISK FACTORS

An investment in the Company should be considered a speculative investment because of the nature of the Company's business and activities.

Eligible Shareholders should recognise there are a number of general and specific risks that the Company faces, which may materially and adversely impact the future operating and financial performance of the Company and the value of the Shares. As many of these risks are outside the control of the Company and/or its Directors, there can be no guarantee that the Company can achieve its objectives.

Eligible Shareholders should read this Prospectus in its entirety and carefully consider the risk factors impacting on the Company as well as their own investment objectives and their financial position prior to making a decision to exercise the Bonus Options. Any Applicant should realise that his/her investment may become subject to those risks in due course. As a consequence of those risks any company's Share price may rise or fall. If Eligible Shareholders are uncertain of matters detailed in this Prospectus and/or their financial circumstances in respect of investing in the Company, they should take appropriate advice from their stockbrokers, solicitors, accountants or other professional advisers.

The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.

4.1. Key Risks

(a) Exercise Price of Bonus Option

No guarantee can be given that the Share price will be greater than the exercise price of the Bonus Options during the period up to expiry of the Bonus Options on 28 June 2013. Accordingly, there is a risk that the Bonus Options will be out of the money during the exercise period, which would affect the value of the Bonus Options.

(b) Quotation Conditions

If the Bonus Options do not meet ASX's quotation conditions, they will not be admitted to official quotation on the ASX. If this occurs the Bonus Options will still be issued, but they will be unlisted and will not be able to be traded on the ASX.

(c) Value of Securities and Share Market Conditions

The market price of the Company's securities may be subject to varied and unpredictable influences on the market for equities in general and resources stocks in particular. Market conditions may affect the value of the Company's securities regardless of the

Company's performance. Lack of liquidity may also affect the value of the Company's securities.

The trading price of both the Bonus Options (if admitted to official quotation on ASX) and the underlying Shares, may fall as well as rise.

(d) Dilution

If you do not exercise the Bonus Options, because either you sell those Bonus Options on market (if admitted to quotation) or you allow those Bonus options to expire without being exercised, and other investors exercise the Bonus Options, your shareholding will be diluted up to a maximum of 50%.

(e) Taxation Consequences

The exercise or sale of a Bonus Option may have taxation consequences, depending on your particular circumstances. You should seek your own taxation advice before exercising or selling a Bonus Option.

(f) Requirements for Capital

The Company's capital requirements depend on numerous factors including the success of its planned exploration programs, its ability to generate income from its operations and possible acquisitions or other corporate opportunities.

If the exercise price of the Bonus Options is lower than the market price of Shares, then it is unlikely the Bonus Options will be exercised. This would mean that the Company will not raise any funds from the exercise of the Bonus Options.

(g) Geopolitical

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 and Algeria. Such risks can 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

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.

President Ben Ali governed from 1987 until 2011 when in response to political protests, he reportedly fled the country and the then Prime Minister took over as interim President. As a result of the protests, democratic elections were held in September 2011, these elections resulted in a new Constituent Assembly being formed with the moderate Islamist party which is modelled on the AKP party in Turkey, Ennahda holding a majority of seats.

In December 2011, Moncef Marzouki was named as the President of Tunisia. Marzouki will hold office for 18 months until the Tunisian Constitution is rewritten and new elections are held. No assurance can be given regarding the proposed changes to the Constitution or regarding the future political stability of Tunisia.

There is great pressure on the political parties to maintain the existing well-developed tourist industry and to create new jobs (especially in rural areas) and to encourage foreign direct investment.

Algeria

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

The current President is Abdelaziz Bouteflika who has been in power since 1999.

Since 1988, Algeria has implemented a wide program of reforms to move towards a market economy. The transition requires a restructure of Algeria's public industrial sector by removing or modifying controls and regulations that distort price signals and by opening up to international competition.

The key challenge was to implement appropriate policies to ensure long-term macroeconomic stability and promote economic diversification. The goal of the economic liberalization policy was to reduce the impact of the steep fluctuations in hydrocarbon prices on the budget and to boost job creation within the private sector.

Algeria remains dependent on the hydrocarbon sector for its exports and material and food imports. A goal of the economic liberalization policy is to reduce the overreliance on oil and gas which remains excessive.

Algeria will need to diversify the scope of industrial and agricultural as well as of the service sectors, to reduce this dependence. In this frame, Algeria wants to develop mining activities.

As diversification of the economy has only recently commenced, Algeria is favourable to foreign direct investment, creating jobs and providing new export incomes.

(h) Sovereign Risks

The Company's tenements are located in Tunisia and Algeria. Both Tunisia and Algeria may be subject to social and economic uncertainty. Any civil any political unrest and outbreaks of hostilities in Tunisia or Algeria could affect the Company's access to its tenements and subsequent exploration and development. Adverse changes in government policies or legislation in Tunisia or Algeria 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.

(i) Joint Ventures

The Company's wholly owned subsidiary, Celamin Limited and its subsidiaries are party to a number of joint ventures which require them to contribute to joint venture expenditure and associated costs. If these costs are unable to be met, there may be a default under the agreement and Celamin Limited or its subsidiary (as applicable) may be required to surrender its interest in the joint venture and/or withdraw from the joint venture. If Celamin Limited or its subsidiaries withdraw from a joint venture, they will no longer hold any interest in that exploration project.

The Company must ensure that Celamin Limited has sufficient capital to meet any joint venture funding obligations from time to time. This is likely to require the Company to raise additional funds over the course of the joint ventures. There can be no assurance that the Company will be able to raise finance or acceptable terms or within the specified timeframe.

The Company is also reliant on the joint venture partners complying with their obligations under the respective agreements.

4.2. General Risks

(a) Key Management

The Directors are primarily responsible for overseeing the operations and the strategic management of the Company. There can be no assurance that there will be detrimental impact on the Company if one or more of the Directors, no longer act as Directors of the

Company, or if the employment outlook for geologists and other mining industry specialists remain tight or further tightens for any reason.

(b) General Economic Climate

Factors such as inflation, currency fluctuation, interest rates and supply and demand have an impact on operating costs, commodity prices (particularly the gold price) 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.

(c) Operational Risks

The business of mining and mineral exploration, development and production by its nature involves significant risks. The business depends on, amongst 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.

(d) Land Access

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 from time to time. 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.

(e) 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.

Further, the Company may require approval from relevant regulatory authorities before undertaking activities that are likely to impact on the environment. If the Company fails to obtain such 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.

(f) Speculative Nature of Investment

The Bonus Options and any new Shares issued on the exercise of Bonus Options granted pursuant to this Prospectus should be considered speculative because of the nature of the Company's business. There are numerous risk factors involved. Some of these risks can be mitigated by the use of safeguards and appropriate systems and controls, but some are outside the control of the Company and cannot be mitigated. Accordingly, an investment in the Company as a result of the exercise of a Bonus Option carries no guarantee with respect to the payment of dividends, return of capital or price at which Shares will trade. Similarly, no guarantee can be given as to the value of the Bonus Options, including if they are admitted to official quotation or the price at which they will trade.

The above list of risk factors ought not be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Bonus Options granted pursuant to this Prospectus. You should consider that an investment in the Company is speculative and should consult your professional adviser before deciding whether to sell or exercise any of the Bonus Options granted to you pursuant to this Prospectus.

5. RIGHTS AND LIABILITIES ATTACHING TO BONUS OPTIONS AND TO UNDERLYING SHARES

5.1. Bonus Options

The Bonus Options will be granted on the following terms and conditions:

(a) Each Bonus Option entitles the holder to subscribe for one (1) Share in the Company at a subscription price of 35 cents per Share.
(b) The Options are options to subscribe for 1 ordinary share in the capital of the Company for every option.
(c) The exercise price (Exercise Price) of the Options is $0.35 per Option.
(d) Ordinary shares issued on exercise of the Options will rank equally with all existing ordinary shares of the Company from the date of issue.
(e) Subject to the Company's Constitution, the Corporations Act 2001 (Cth), the Listing Rules and the ASTC Settlement Rules, the Options will be freely transferable. The Directors may decline to register any transfer of Options when permitted to do so under the Company's Constitution, the Corporations Act 2001, the Listing Rules and/or the ASTC Settlement Rules.
(f) The Options may be exercised wholly or in part by notice in writing to the Company at any time on or before 28 June 2013.
(g) The Options may be quoted on the Australian Securities Exchange (ASX).
(h) Upon exercise of the Options, the Company will allot the number of ordinary shares the subject of any exercise notice and apply at its cost for listing on the ASX of the ordinary shares allotted.
(i) The Company shall allot the resultant ordinary shares and deliver a statement of shareholding with a holders' identification number within five Business Days of exercise of the Options.
(j) In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company:
- (i) the number of Options, the exercise price of the Options, or both will be reconstructed (as appropriate) in a manner consistent with the ASX Listing Rules, but with the intention that such reconstruction will not result

in any benefits being conferred on the holders of the Options which are not conferred on shareholders; and

(ii) subject to the provisions with respect to rounding of entitlements as sanctioned by a meeting of shareholders approving a reconstruction of capital, in all other respects the terms for the exercise of the Options will remain unchanged.
(k) If there is a pro rata issue (except a bonus issue), the Exercise Price of any Option may be reduced according to the following formula:

$$ O2 = O - \underbrace{E [P - (S + D)]}_{N + 1} $$

Where:

O2 = the new exercise price of the Option;

O = the old exercise price of the Option;

E = the number of underlying securities into which 1 Option is exercisable;

P = the average market price per security (weighted by reference to volume) of the underlying securities during the 5 trading days ending on the day before the ex right date or the ex entitlements date;

S = the subscription price for a security under the pro rata issue;

D = dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro rata issue); and

N = the number of securities with rights or entitlements that must be held to receive a right to 1 new security.

(l) If there is a bonus issue to the holders of ordinary shares in the Company, the number of ordinary shares over which the Option is exercisable may be increased by the number of ordinary shares which the Option holder would have received if the Option had been exercised before the record date for the bonus issue.
(m) The terms of the Options shall only be changed if holders (whose votes are not to be disregarded) of ordinary shares in the Company approve of such a change. However, the terms of the Options shall not be changed to reduce the exercise price, increase the number of Options or change any period for exercise of the Options.

The Company will apply for quotation of the Bonus Options on ASX, but there is no guarantee quotation will be granted, unless the conditions for quotation are satisfied. The conditions for quotation include, amongst other things, there being a minimum of 100,000 Bonus Options on issue, with at least 50 holders with a Marketable Parcel.

If the Bonus Options do not satisfy the quotation conditions, the Bonus Options will be issued and allotted but will be unlisted Options that cannot be traded on ASX.

5.2. Fully Paid Shares

The Shares are presently listed on ASX trading under the ASX Code: CNL. The Shares are fully paid ordinary shares which will rank equally with all other shares on issue from the date of issue and are the same class of the Shares as those listed on ASX.

Ranking

Shares issued upon the exercise of a Bonus Option are fully paid ordinary shares and will rank equally in all respects with the existing Shares in the Company.

Reports and Notices

Members are entitled to receive all notices, reports, accounts and other documents required to be furnished to members under the constitution of the Company, the Corporations Act and the Listing Rules.

General Meetings

Members are entitled to be present in person, or by proxy, attorney or representative to speak and to vote at general meetings of the Company. Members may requisition general meetings in accordance with the Corporations Act and the constitution of the Company.

Voting

Subject to any rights or restrictions for the time being attached to any class or classes of shares (at the present time there are none) at a general meeting of the Company every ordinary member present in person, or by proxy, attorney or representative shall on a show of hands have one vote and upon a poll every member present in person or by proxy, attorney or representative has one vote for every share held. A qualification to the above is that where a person is present at a meeting as proxy or representative for more than one member then on a show of hands that person shall have only one vote and not one vote for each person represented by him.

A member who holds a share which is not fully paid shall be entitled to a fraction of a vote equal to the proportion that the amount paid-up bears to the total issue price of the share.

Dividends

The Directors may declare and authorise the distribution, from the profits of the Company, or dividends to be distributed to members according to their rights and interests.

Winding Up

Subject to any special or preferential rights attaching to any class or classes of shares, members will be entitled in a winding up to share in any surplus assets of the Company in proportion to the Shares held by them respectively, irrespective of the amounts paid up on Shares.

Transfer of Shares

Subject to the constitution of the Company, the Corporations Act and the Listing Rules, the Shares will be freely transferable.

Future Increases in Capital

The allotment and issue of Shares is under the control of the Directors of the Company. Subject to restrictions on the allotment of Shares to Directors or their associates contained in the Listing Rules, the constitution of the Company and the Corporations Act, the Directors may allot or otherwise dispose of Shares on such terms and conditions as they see fit.

Variation or Cancellation of Rights

(a) Subject to the Listing Rules, if at any time the share capital of the Company is divided into different classes of shares, the rights attached to shares in any class of shares (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound up, be varied or cancelled by special resolution of the Company and:
- (i) by special resolution passed at a meeting of the class of members holding shares in that class; or
- (ii) with the written consent of members with at least 75% of the votes in the class.
(b) The rights conferred on the holders of shares in any class are not altered or abrogated by the creation or issue of further shares of the same class ranking equally with or in priority to the shares already issued, unless expressly provided in the terms of issue of the shares issued.

5.3. Partly Paid Shares and Liability for Calls

Partly Paid Shares (PPS) were issued on the following terms:

(a) each PPS:
- (i) is paid to $0.001 (one tenth of one cent);
- (ii) has an amount unpaid of 10 cents; and
- (iii) has the right to participate in new issues of securities in the proportion which the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited);
(b) the Company shall not make a call in respect of any amount unpaid on a PPS unless the day on which the call will be payable is on or after 3 years from the date on which the Company was admitted to the official list of ASX (i.e. 17 December 2012) and shall call not more than 2 cents in any 6 month period thereafter;
(c) holders of PPS have an entitlement to receive notice of meetings of Shareholders of the Company and will have a voting entitlement in proportion to the amount paid up on each PPS;
(d) holders of PPS have no obligation to meet a call made by the Company, however, non payment of a call will result in the forfeiture of the relevant PPS, the Company will not be required to offer the forfeited PPS for sale by public auction and the Company may at its discretion, seek the cancellation of the forfeited shares by a resolution passed at a general meeting;
(e) holders of PPS are permitted to pay up the full amount remaining unpaid at any time (without the Company first being required to make a call), in which case the PPS will become a (fully paid) Share and will rank pari passu with all Shares on issue;
(f) if a holder of a PPS tenders part of the amount remaining unpaid (but not the full amount) on the PPS other than in satisfaction of a call;
- (i) the rights attached to the PPS will not change (including the amounts paid and unpaid); and
- (ii) the amount tendered will be returned; and
(g) if there is reorganisation of the issued capital of the Company (including, and not limited to, a consolidation, subdivision, cancellation, reduction or return of capital):
- (i) the number of PPS must be reorganised in the same proportion as all other cases of shares on issue; and
- (ii) the reorganisation must not involve a cancellation or reduction of the total amount payable and unpaid by holders of the PPS. The amount payable will be reflected proportionately given the type of reorganisation.

5.4. Existing Options

The Existing Option terms are as follows:

(a) The Options are options to subscribe for 1 ordinary share in the capital of the Company for every option.
(b) The exercise price (Exercise Price) of the Options is $0.20 per Option.
(c) Ordinary shares issued on exercise of the Options will rank equally with all existing ordinary shares of the Company from the date of issue.
(d) Subject to the Company's Constitution, the Corporations Act 2001 (Cth), the Listing Rules and the ASTC Settlement Rules, the Options will be freely transferable. The Directors may decline to register any transfer of Options when permitted to do so under the Company's Constitution, the Corporations Act 2001, the Listing Rules and the ASTC Settlement Rules.
(e) The Options may be exercised wholly or in part by notice in writing to the Company at any time on or before 31 March 2014.
(f) The Options will be quoted on the ASX.
(g) Upon exercise of the Options, the Company will allot the number of ordinary shares the subject of any exercise notice and apply at its cost for listing on the ASX of the ordinary shares allotted.
(h) The Company shall allot the resultant ordinary shares and deliver a statement of shareholding with a holders' identification number within five Business Days of exercise of the Options.
(i) In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company:
(i) the number of Options, the exercise price of the Options, or both will be reconstructed (as appropriate) in a manner consistent with the ASX Listing Rules, but with the intention that such reconstruction will not result in any benefits being conferred on the holders of the Options which are not conferred on shareholders; and
(ii) subject to the provisions with respect to rounding of entitlements as sanctioned by a meeting of shareholders approving a reconstruction of capital, in all other respects the terms for the exercise of the Options will remain unchanged.
(j) If there is a pro rata issues (except a bonus issue); the Exercise Price of any Option may be reduced according to the following formula:

$$ O2 = O - \underbrace{E [P - (S + D)]}_{N + 1} $$

Where:

O2 = the new exercise price of the Option;

O = the old exercise price of the Option;

E = the number of underlying securities into which 1 Option is exercisable;

S = the subscription price for a security under the pro rata issue;

D = dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro rata issue); and

N = the number of securities with rights or entitlements that must be held to receive a right to 1 new security.

(k) If there is a bonus issue to the holders of ordinary shares in the Company, the number of ordinary shares over which the Option is exercisable may be increased by the number of ordinary shares which the Option holder would have received if the Option had been exercised before the record date for the bonus issue.
(l) The terms of the Options shall only be changed if holders (whose votes are not to be disregarded) of ordinary shares in the Company approve of such a change. However, the terms of the Options shall not be changed to reduce the exercise price, increase the number of Options or change any period for exercise of the Options.

5.5. Share Option Plan

The Company has established an Employee Share Option Plan to assist in the attraction, retention and motivation of employees of the Company. No options have been granted under the Plan as at the date of this Prospectus.

A summary of the Rules of the Plan is set out below:

Eligibility

An Employee or Director of the Company who is determined by the Board to be an eligible employee for the purposes of the Plan, or any other person who is determined by the Board to be an eligible employee for the purposes of the Plan and acquire securities under the Plan.

For the purposes of the Plan, the Board may determine at any time that any Eligible Employee is not entitled to participate in the Plan if the Eligible Employee's participation would be unlawful.

No payment for options

Unless otherwise determined by the Board, no payment is required for the issue of Options under the Plan.

Options transferable

An Option issued under the Plan is capable of being transferred or encumbered by a participant to the Plan by the participant giving notice in writing to the Board. The Company has no obligation to apply for quotation of the options on the ASX.

Limit on issues of Shares

The number of Shares that may be issued upon the exercise of any Options issued under the Plan, when aggregated with the number of Shares that may be issued upon the exercise of any outstanding offer or Option to acquire unissued Shares that has been made under the Plan, (or any other employee share scheme of the Company that employees or directors may participate in), (but disregarding any offer made, or option acquired or share issued by way of or as a result of an offer to Directors of the Company), must not exceed 10% of the total number of the Company's issued Shares as at the time of the offer.

Exercise conditions

An option issued under the Plan may only be exercised:

(a) if all the exercise conditions have been met;
(b) if the exercise price has been paid to the Company or as the Company may direct; and
(c) within the exercise period relating to the option.

An option granted under the Plan may not be exercised once it has lapsed.

Control event

The Board may determine that any Option issued under the Plan may be exercised, (whether or not any or all applicable Exercise Conditions have been met), on the occurrence of:

(a) an offer being made by a person for the whole of the issued ordinary share capital of the Company (or any part that is not owned by the offeror or any person acting in concert with the offeror) and after an announcement of the offer, the offeror (being a person who did not control the Company prior to the offer) acquires control of the Company;
(b) any other event occurs which causes a change of control of the Company; or
(c) any other event which the Board reasonably considers should be regarded as a control event.

Issue or transfer of shares on exercise

Following the exercise of an option by a participant, the Company must, within such time as the Board determines, allot and issue or procure the transfer to the participant of the number of Shares in respect of which the option has been exercised, credited as fully paid.

Shares rank equally

Subject to the satisfaction of any applicable disposal restrictions, Shares allotted and issued under the Plan must rank equally in all respects with all other Shares from the date of allotment and issue.

Quotation on ASX

The Company must apply for quotation on the Official List of the ASX of any Shares allotted and issued upon the exercise of any Options issued under the Plan as soon as practicable after the allotment and issue of those Shares (provided the Company's Shares are quoted on the Official List of ASX at that time).

Cessation of Employment

If a participant ceases to be appointed or employed by the Company due to his or her death:

(a) all vested Options may be exercised within 12 months following the date of cessation of employment, after which these Options will lapse; and
(b) all other Options will lapse unless the Board determines otherwise.

If a participant ceases to be appointed or employed by the Company for any reason other than his or her death:

(a) all vested Options may be exercised within 30 days following the date of cessation of appointment or employment; and
(b) all other Options will lapse unless otherwise determined by the Board.

If the Board is of the opinion that a participant has acted fraudulently or dishonestly, the Board may determine that any Options granted to the participant will lapse. Any Option not exercised prior to the end of an exercise period will lapse.

Any participant may submit a request to the Board that an Option granted to that participant should lapse.

Changes in Circumstances

In the event of a reconstruction (including consolidation, subdivision, reduction, capital return, buy back or cancellation) of the share capital of the Company, the Options must be reconstructed in accordance with the ASX Listing Rules.

Subject to the ASX Listing Rules, a participant is only entitled to participate (in respect of granted options under the Plan) in any new issue of shares to existing shareholders, if the participant has validly exercised his or her Options within the relevant exercise period and became a shareholder prior to the relevant record date.

If there is a pro-rata rights issue carried out by the Company, the exercise price of any Options issued under the Plan will be reduced according to the following formula:

$$ OA = OP - E[P - (S + D)] $$

N+1

where:

OA = the exercise price immediately following the adjustment;
OP = the exercise price immediately prior to the adjustment;
E = the number of Shares into which one Option is exercisable;
P = the average market price per share (weighted by reference to volume) during the 5 trading days ending on the day before the ex rights date or ex entitlements date;
S = the subscription price for a Share under the pro rata issue;
D = any dividend due but not yet paid on a share (except any share to be issued under the pro rata issue); and
N = the number of Shares with rights or entitlements that must be held to receive a right to one new Share.

If there is a bonus issue of shares to the Company's shareholders, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the holder of the Option would have received if the Option had been exercised before the record date for the bonus issue.

6. ADDITIONAL INFORMATION

6.1. Section 713 Prospectus

This Prospectus has been issued under the provisions of section 713 of the Corporations Act. Section 713 enables disclosing entities to issue prospectuses in relation to securities in a class of securities that has been quoted on the ASX at all times in the 12 month period preceding the date of the prospectus, or options to acquire such securities. Copies of documents lodged at ASIC in relation to the Company may be obtained from, or inspected at, an office of ASIC.

The Bonus Options to be issued under this Prospectus are options to acquire securities in a class of securities that has been continuously quoted on the ASX in the 12 month period preceding the date of this Prospectus.

The level of disclosure that applies to this Prospectus requires that it must contain all the information investors and their professional advisers would reasonably require to make an informed assessment of:

(a) the effect of the offer on the Company; and
(b) the rights and liabilities attaching to the securities being offered.

The Prospectus must contain this information only to the extent to which it is reasonable for investors and their professional advisers to expect to find the information in the Prospectus. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospectus of the issuing company. Accordingly, this Prospectus does not contain the same level of disclosure as a prospectus of an unlisted company or an initial public offering prospectus.

Having taken such precautions and having made such enquiries as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the 12 months before the date of this Prospectus which required it to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company. Information that is already in the public domain has not been reported in this Prospectus, other than that which is considered necessary to make the Prospectus complete.

6.2. Right to Obtain Copies of Documents

We will provide a copy of any of the following documents, free of charge, to any person who requests a copy of the document before 30 July 2012:

(a) the annual financial report of the Company for the year ended 30 June 2011, being the annual financial report most recently lodged by the Company with ASIC;
(b) the half year financial report of the Company for the period ending 31 December 2011 lodged by the Company with ASIC after the lodgement of the annual financial report referred to in paragraph (a) above and before the lodgement of this Prospectus; and

any continuous disclosure notices (that is, documents in which the ASX was notified of information relating to the Company) given by the Company after 19 October 2011, being date of lodgement of the 30 June 2011 annual financial report and before lodgement of a copy of this Prospectus with ASIC.

The Company has lodged the following announcements with ASX since the lodgement of
the 2011 Annual Report:

DATE	ANNOUNCEMENT
02/07/2012	Details of Company Address
29/06/2012	Letter to Optionholders and Partly Paid Shareholders
26/06/2012	Free Bonus Loyalty Options - Timetable
20/06/2012	Chaketma Scoping Study
19/06/2012	Competent Person's Statement
18/06/2012	Change in Substantial Holding
18/06/2012	Chaketma Drilling & Trenching Results
18/06/2012	Chaketma Metallurgy Preliminary Results
15/06/2012	Relisting Announcement
14/06/2012	Pre Quotation Disclosure
14/06/2012	Appendix 1A
14/06/2012	Change in substantial holding from CBA
14/06/2012	Change of Director's Interest Notice
14/06/2012	Change of Director's Interest Notice
14/06/2012	Change in Substantial Shareholding
14/06/2012	Ceasing to be a Substantial Shareholder
14/06/2012	Reinstatement to Official Quotation
13/06/2012	Notice of General Meeting/Proxy Form
01/06/2012	Successful Capital Raising
18/05/2012	Offer Period Extended – Issues of Shares

DATE	ANNOUNCEMENT
11/05/2012	Extension of Offer – Electronic Payment Facility
30/04/2012	Quarterly Activities Report
30/04/2012	Quarterly Cashflow Report
27/04/2012	Suspension From Official Quotation
27/04/2012	Results of General Meeting
27/04/2012	Extension of Priority Offer to 11 May 2011
27/04/2012	Withdrawal of Resolution 7 from Notice of Meeting
27/04/2012	Trading Halt
26/04/2012	April 2012 Investor Presentation
18/04/2012	Withdrawal of Resolution 1 from Notice of Meeting
17/04/2012	Free Bonus Loyalty Options
13/04/2012	Prospectus
13/04/2012	Lodgement of Prospectus to Raise $10m
13/04/2012	Amended – Kef El Louz Trench Results and Exploration Update
11/04/2012	Kef El Louz Trench Results and Exploration Update
10/04/2012	Deadline for Receipt of Proxy Form
28/03/2012	Notice of General Meeting
13/03/2012	Celamin Acquisition Notice of Meeting submitted with ASIC
08/03/2012	Change in substantial holding from CBA
02/03/2012	Kef Rebiba Trench Assays Confirm Prospectively
22/02/2012	Final Director's Interest Notice
22/02/2012	Initial Director's Interest Notice
22/02/2012	Appointment of Director
13/02/2012	Chaketma – Trench Assays Confirm Historic Results
09/02/2012	Half Year Accounts to 31 December 2011
31/01/2012	Quarterly Activities Report
31/01/2012	Quarterly Cashflow Report
25/01/2012	Ceasing to be a substantial holder
23/01/2012	Chaketma Exploration Update – All Drill Assays Received
10/01/2012	Becoming a substantial holder from CBA
09/01/2012	Change in substantial holding
09/01/2012	Becoming a substantial holder
09/01/2012	Change of Director's Interest Notice
04/01/2012	Initial Director's Interest Notice
04/01/2012	CNL Strengthens Board with New Director and Chairman
04/01/2012	Change in substantial holding
04/01/2012	Cleansing Statement
04/01/2012	Appendix 3B
04/01/2012	Placement
28/12/2011	Ceasing to be a substantial holder from CBA
23/11/2011	Updated Schedule for Acquisition of Celamin Limited
19/12/2011	Appendix 3B

DATE	ANNOUNCEMENT
05/12/2011	Chaketma Drilling – Results of First 6 Drill Holes
29/11/2011	Securities to be Releases from Escrow
24/11/2011	Reinstatement to Official Quotation
23/11/2011	Execution of Final Agreement for Acquisition of Celamin Ltd
23/11/2011	Suspension from Official Quotation
21/11/2011	Final Director's Interest Notice
21/11/2011	Final Director's Interest Notice
21/11/2011	Final Director's Interest Notice
21/11/2011	Initial Director's Interest Notice
21/11/2011	Initial Director's Interest Notice
21/11/2011	Request for Trading Halt/Change of Company Directors
21/11/2011	Trading Halt
18/11/2011	Results of Meeting
18/11/2011	2011 AGM Presentation
08/11/2011	Celamin Presentation – November 2011
07/11/2011	Chaketma Sampling
03/11/2011	Bir El Afou Project PFS Results
03/11/2011	Appendix 3B
02/11/2011	Request for Trading Halt
02/11/2012	Trading Halt
31/10/2011	Quarterly Activities Report
31/10/2012	Quarterly Cashflow Report
19/10/2011	Annual Report to shareholders

The Company may make further announcements to ASX from time to time. Copies of announcements are released by ASX on its website (<www.asx.com.au>), and will also be made available on the Company's website (www.celaminnl.com.au). Copies of announcements can also be obtained from the Company upon request. Eligible Shareholders are advised to refer to ASX's website for updated releases about events or matters affecting the Company.

6.3. Qualifications and Experience of Directors

(a) Directors' Experience

The Company's Board has extensive experience in exploration, development and operation of mines and marketing and finance and are well placed to implement the Company's strategies and achieve the Company's financial objectives.

All Directors will be involved in the investment process and will provide such time as reasonably necessary to enable adequate review of operations generally and investment decisions in particular.

(b) Directors' Profiles

The Honourable Andrew P Thomson – Non-Executive Chairman

Mr Thomson lives in Tokyo and works as a consultant to Minter Ellison Lawyers working in the Middle East and Asia on investment and government relations matters. He is also Chairman of Athena Resources Limited (ASX Code: AHN) and Gulf & Asian Mining Pty Ltd.

Until 2005, Mr Thomson lived in Washington D.C. where he served at the World Bank as an Assistant and Acting Executive Secretary of the Inspection Panel. In this role, Mr Thomson conducted investigations of developing world projects. He also practiced as an attorney with Willkie Farr & Gallagher.

Mr Thomson spent the early years of his career in Tokyo working as a fund manager for GT Management (Japan) Ltd and later as an investment banker at Credit Suisse-First Boston (Japan) focusing on Japanese equities and fixed income funds and commoditybased derivatives.

Before moving to Washington D.C. in 2001 Mr Thomson was a Member of Parliament in Australia, representing a district in Sydney in the House of Representatives. During the 1990's, he served as Parliamentary Secretary for Foreign Affairs, Minister for Sport, Tourism, and Minister Assisting the Prime Minister for the Sydney 2000 Games, Chairman of the Australia-Japan Parliamentary Friendship League, and Chairman of the Joint Standing Committee on Treaties (JSCOT). Mr Thomson was the Chairman of ASX listed Citadel Resource Group Limited (CGG).

Mr Thomson is a graduate of the Law Faculty of the University of Melbourne, the International Center of Keio University in Tokyo, and Georgetown University Law Center. His other languages are Japanese, Mandarin Chinese, and Arabic.

David Regan – Managing Director

Mr Regan is a qualified lawyer who has been working in senior corporate roles within the resources industry in Papua New Guinea, Australia, North America and the North Africa Middle East region for over 30 years. During this period, Mr Regan has been employed by Rio Tinto, BHP Billiton, Atlantic Richfield (Anaconda Minerals, Arco Coal and Arco International) in a variety of roles including legal, corporate planning, economic evaluation, marketing, joint venture management and business development. Mr Regan has worked in the North Africa Middle East region for over 15 years and during this time has led teams that have established resource investments with a combined cost of over $3 billion.

Mr Regan was an independent director of ASX listed Citadel Resource Group (CGG) and a founding director of Celamin Limited.

Martin Broome – Non-Executive Director

Mr Broome is a mining engineer who has over 37 years of experience working in the minerals industry in Africa. Mr. Broome was Managing Director of African Mining Consultants ("AMC") having founded AMC in 1994. This followed a 25-year career with ZCCM in the Zambian Copperbelt. Mr Broome, an MSc graduate in Rock Mechanics from Imperial College London, progressed to being the Group Rock Mechanic Engineer for ZCCM until 1989. Following this, Martin was involved in project management for the Baluba and Chambishi mining projects before initiating AMC where he has overseen open pit and underground rock mechanics design projects, feasibility studies for large and small scale open pit and underground mining projects; mine audits, due diligence and competent person's reports, mining methods, backfill and rock mechanics studies, government and parastatal mining company privatisations and environmental auditing and project management.

Mr Broome has held directorships with Copperbelt Minerals Limited and African Mining Consultants Limited. Since 2003 Mr Broome has been a non-executive director of Barclays Bank of Zambia plc and Chairman of the Banks' Subsidiary Audit Committee since 2009.

Melanie Leydin – Non-Executive Director and Company Secretary

Ms Leydin is a Chartered Accountant and is a Registered Company Auditor.

She graduated from Swinburne University in 1997, became a Chartered Accountant in 1999 and since February 2000 has been the principal of chartered accounting firm, Leydin Freyer.

In the course of her practice she audits listed and unlisted public companies involved in the resources industry. Her practice also involves outsourced company secretarial and accounting services to public companies in the resources sector. This involves preparation of statutory financial statements, annual reports, half year reports, stock exchange announcements and quarterly ASX reporting and other statutory requirements.

Ms Leydin has 19 years experience in the accounting profession and is a director and company secretary for a number of oil and gas, junior mining and exploration entities on the ASX.

6.4. Interests of Directors

Other than as set out below, in this Section 6 or elsewhere in this Prospectus, no Director or any entity in which the Director is a partner or director, has or has had in the two years before the date of this Prospectus, any interest in:

(a) The formation or promotion of the Company;
(b) Property acquired or proposed to be acquired by the Company in connection with its formation or promotion of the Bonus Issue; or
(c) The Bonus Issue,

and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) and no other benefit has been given or agreed to be given to any Director or to any entity in which a Director is a partner or a director, either to induce him to become, or qualify as, a Director or otherwise for services rendered by him or by the entity in connection with the formation or promotion of the Company or the Bonus Issue.

6.5. Interests in Existing Securities

As at the date of this Prospectus the Directors have a direct or indirect interest in the following securities of the Company:

Director	ExistingShares	Existing Options	Existing PartlyPaid Shares
Andrew Thomson(Chairman)	383,334*	Nil	Nil
David Regan(Managing Director)	42,884,205	2,088,421	2,725,613
Martin Broome(Non-Executive Director)	Nil	Nil	Nil
Melanie Leydin(Non-Executive Director)	10,000	Nil	Nil

*Mr Thomson's existing shares are subject to shareholder approval at the upcoming General Meeting scheduled for 13 July 2012.

6.6. Remuneration of Directors

Directors are entitled to remuneration out of the funds of the Company but the remuneration of the non-executive Directors may not exceed in any year the amount fixed by the Company in general meeting for that purpose. The aggregate remuneration of the non-executive Directors has been fixed at a maximum of $350,000 per annum.

The Directors are currently entitled to the following remuneration or directors' fees:

Director	Remuneration
Andrew Thomson	Directors' fees of $120,000 per annum
David Regan	Directors' fees of $180,000 per annum
Martin Broome	Directors' fees of $60,000 per annum
Melanie Leydin*	Directors' fees of $60,000 per annum

*Ms Leydin's Director fees are paid to Leydin Freyer Corporate Pty Ltd, a company associated with Ms Leydin. Leydin Freyer Corporate Pty Ltd also receives a monthly fee of $6,500 plus GST for accounting and company secretarial services.

6.7. Market Prices of Securities on ASX

The highest and lowest market price of securities on the ASX during the 3 months immediately proceeding the date of this Prospectus, and the closing market price on the date before the date of this Prospectus are set out below:

Security	3 Month High	3 Month Low	Closing MarketPrice on 29 June2012
Shares	$0.22 (22 cents)	$0.13 (13 cents)	$0.16 (16 cents)
Partly Paid Shares(CNLCA)	$0.105 (10.5 cents)	$0.10 (10 cents)	$0.10 (10 cents)
Existing Options(CNLO)	$0.08 (8 cents)	$0.03 (3 cents)	$0.03 (3 cents)

6.8. Restricted Securities

The following restricted securities are on issue:

Number of Shares	Escrow Period
60,731,006	24 months commencing on 18 June2012
11,768,994	12 months commencing on 12 June2012.

6.9. Broker Handling Fees

No handling fees are payable in connection with the Bonus Issue.

6.10. Expenses of the Bonus Issue

The estimated expenses of the Bonus Issue, including ASIC lodgement fees, ASX Listing Fees (assuming the Bonus Options are admitted to quotation), legal fees, share registry expenses, printing and postage costs, are $108,000.

6.11. TressCox Lawyers

TressCox Lawyers will receive a time based fee of approximately $30,000 (excluding GST and disbursements) in connection with legal advice provided to the Company in respect of the Bonus Issue and the preparation and verification of documentation in connection with the Bonus Issue.

6.12. Consents and Disclaimer

Each of the parties referred to in this Section 6:

(a) has not authorised or caused the issue of the Prospectus;
(b) has not made, or purported to make any statement in this Prospectus, or in which any statement made in this Prospectus is based, other than the statements referred in this Section 6.12;
(c) does not assume responsibility for any part of this Prospectus except for the statements referred to in this Section 6.12; and
(d) to the maximum extent permitted by law, disclaim any responsibility or liability for any part of this Prospectus, other than a reference to it or statement to be included in this Prospectus with their consent as specified in this Section 6.12.

Each of the following has consented in writing being named in the Prospectus in the capacity noted below and in the form and context in which they have been named, and has not withdrawn such consent prior to the lodgement of this Prospectus with ASIC:

(a) TressCox Lawyers as legal advisor to the Company; and
(b) Advanced Share Registry Services Ltd.

6.13. Litigation

As at the date of this Prospectus, the Company is not involved in any material legal proceedings and the Directors are not aware of any material legal proceedings pending or threatened against the Company.

6.14. Further Information

If you have any questions about the Bonus Issue, please contact either:

(a) The Company on:

Telephone: (03) 9692 7222 Facsimile: (03) 9077 9233; or

(b) The Company's share registry, Advanced Share Registry Services Ltd, on:

Telephone: (08) 9389 8033 Facsimile: (08) 9389 7871.

7. DIRECTORS STATEMENT

Each Director has consented to the lodgement of this Prospectus with ASIC and has not withdrawn that consent.

Signed for and on behalf of Celamin Holdings NL 2 July 2012

Melanie Leydin Director/Company Secretary

8. DEFINED TERMS

In this Prospectus, the following words have the following meanings unless the context requires otherwise:

ASIC	Australian Securities & Investments Commission.
ASX	ASX Limited of the securities exchange operated by ASX Limited(as the context requires).
ASX Listing Rules	the official listing rules of ASX.
Bonus Issue	the issue of Bonus Options to Eligible Shareholders pursuant tothis Prospectus on the basis of one (1) Bonus Option for everytwo (2) Shares held on the Record Date.
Bonus Option	an option to subscribe for one fully paid ordinary share,exercisable at 35 cents on or before 5:00pm (Perth time) on 28June 2013 and otherwise having the terms set out in Section 5.1of this Prospectus.
Company or Celamin	Celamin Holdings NL (ACN 139 255 771).
Corporations Act	Corporations Act 2001 (Cth).
Directors	the directors of Celamin.
Eligible Shareholder	a registered holder of Shares on the Record Date.
Entitlement	the number of Bonus Options to which an Eligible Shareholder isentitled under the Bonus Issue on the basis of one (1) BonusOption for every two (2) Shares held by the Eligible Shareholderat 5.00 pm Perth Time on 16 July 2012.
Marketable Parcel	a parcel of Bonus Options, that if exercised in full would result in aparcel of Shares which would not be less than AU$500 based onthe closing prices of Shares at the time of grant of the BonusOptions.
Option	an option to subscribe for a Share.
Partly Paid Share	a partly paid share in the Company having the terms set out inSection 5.3 of this Prospectus.

Partly Paid Shareholder	means a registered holder of Partly Paid Shares.
Prospectus	this prospectus dated 2 July 2012 under which the Bonus Issue isbeing made.
Record Date	5.00pm Perth time on 16 July 2012.
Share	a fully paid ordinary share in capital of Celamin.
Shareholder	a registered holder of Shares.