PHOSCO LTD — Capital/Financing Update 2012

Apr 12, 2012

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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@celaminnl.com.au

13 April 2012

LODGEMENT OF PROSPECTUS TO RAISE UP TO $10 MILLION

Board of Directors

HIGHLIGHTS

• Prospectus issued to raise up to $10 million.

Andrew Thomson (Non‐executive Chairman)

David Regan (Managing Director)

Martin Broome (Non‐executive Director)

Melanie Leydin (Non‐executive Director)

Company Secretary

Melanie Leydin

• Issue of up to 50 million fully paid ordinary shares.

• Issue Price of 20 cents per share.

• Loyalty Options to be offered within 3 months of relisting.

Celamin Holdings NL (ASX:CNL)(“Celamin” or “the Company”) is pleased to announce the details of a capital raising (“Offer”) to raise up to $10 million by the issue of up to 50 million New Shares. The Offer is subject to the approval by shareholders, at a forthcoming General Meeting on Friday, 27 April 2012, of the Company’s change of nature and scale of the Company’s activities, the issue of shares to the vendors of Celamin Limited and the issue of New Shares under a prospectus lodged today with ASIC (“Prospectus”) and published on the Company’s website.

The key features of the Offer which are outlined in the Prospectus are:

Securities on Issue:

CNL: 53,956,177 ordinary shares

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

CNLCA: 15,471,296 partly paid shares

• An offer of up to 50,000,000 New Shares at an issue price of $0.20 per New Share to raise up to $10,000,000. The Minimum Subscription for the Offer is $5,000,000.

• A Priority Offer of 5,000,000 New Shares to Shareholders at the Priority Offer Record Date as well as a Public Offer which is open to all other investors.

• Subject to the completion of the Celamin Limited Acquisition, the Company’s successful relisting on ASX and obtaining all necessary approvals, it is the Company’s intention at the date of the Prospectus to issue free Loyalty Options to Eligible Shareholders. It is proposed that one free Loyalty Option for every two Shares held by Eligible Shareholders on the Loyalty Option Record Date of 29 June 2012 will be issued by the Company. The free Loyalty Options will have an exercise price of $0.35 and an expiry date of 28 June 2013.

INDICATIVE TIMETABLE

INDICATIVE TIMETABLE
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.

Please note that the Company is unable to accept any applications for new shares until the opening date of both the Priority and Public Offers on 20 April 2012.

Mr. David Regan, Managing Director, said:

"This prospectus represents an important milestone in the life of CNL as its shareholders formally decide to change its focus to pursuing mining projects in North Africa. I ask all shareholders to fully support the new direction and the completion of the acquisition of Celamin Limited by the Company which will be completed by the passing of the necessary resolutions at the General Meeting to be held on 27 April 2012, the issue of this Prospectus and the raising of new capital thereunder."

For further details, please contact:

DAVID REGAN EXECUTIVE DIRECTOR

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.

Celamin holds the Chaketma Phosphate exploration permit in Tunisia with TMS. This project is Celamin’s current focus as it has larger target potential than Celamin’s other Phosphate project Bir El Afou. The first results from channel sampling, 12 hole drilling program and historic data at Chaketma have been announced. The Chaketma project would use the same rail and port infrastructure as identified in the Bir El Afou pre‐feasibility studies.

Celamin continues to step up work to carry out a due diligence drilling program for its farm‐in to an Exploitation Permit at the Oued El Kebir precious and base metal project in Algeria.

Celamin has also acquired rights to several base metal tailings Projects in Tunisia with TMS and is the holder of three Exploration Permits with base metal (Pb/Zn) targets on a 50/50 basis with TMS.