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Notice of General Meeting and Explanatory Statement

The General Meeting of

CELAMIN HOLDINGS NL

ACN 139 255 771

Will be held at 11.00am (AEST) on Monday 19[th] May 2014

Level 4, 100 Albert Road

South Melbourne, VIC 3205

This Notice of General Meeting and Explanatory Statement should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor without delay

CELAMIN HOLDINGS NL

ACN 139 255 771

Registered office: Level 4, 100 Albert Road, South Melbourne, Victoria 3205

NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of shareholders of Celamin Holdings NL (the “Company”) will be held at Level 4, 100 Albert Road, South Melbourne Victoria, 3205 at 11.00am (AEST) on Monday 19 May 2014.

AGENDA

The Explanatory Statement and proxy form which accompany and form part of this Notice, describe in more detail the matters to be considered. Please consider this Notice, the Explanatory Statement and the proxy form in their entirety.

ORDINARY BUSINESS

Resolution 1: Ratification of Prior Share Issue

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That for the purpose of Listing Rule 7.4 of the Listing Rules of ASX Limited and for all other purposes, shareholders approve, ratify and confirm the allotment and issue on 19 March 2014 of 47,000,000 fully paid ordinary shares in the Company at an issue price of $0.04 (4 cents) per share, to sophisticated investors upon the terms and conditions described in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast on this resolution by any Investors who were issued with fully paid ordinary shares and any associates of Investors who were issued with fully paid ordinary shares.

However the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

By order of the Board

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Melanie Leydin Company Secretary

Melbourne 17 April 2014

EXPLANATORY STATEMENT

Background Information

On 13 March 2014, Celamin Holdings NL (‘CNL’ or ‘the Company’) announced that it was undertaking a placement of 47,000,000 fully paid ordinary shares in the Company at an issue price of $0.04 (4 cents) per share raising $1,880,000 before costs.

It was noted that the allotment and issue of fully paid ordinary shares through this placement would be made utilising the Company’s 15% placement capacity under Listing Rule 7.1 and the additional 10% placement capacity under Listing Rule 7.1A, which was approved by shareholders at the Company’s 2013 Annual General Meeting held on 19 November 2013. Subsequent to this announcement, the allotment and issue of the fully paid ordinary shares from this placement were carried out on 19 March 2014.

The Company announced the completion of the placement on 19 March 2014 were issued to sophisticated investors.

ASX Listing Rule 7.1 provides that, subject to specified exceptions, shareholder approval is required for any issue of, or agreement to issue, equity securities (including securities with rights of conversion to shares or other equity securities, such as options or convertible notes) during any twelve month period if the number of securities to be issued (or if convertible securities, the maximum number of ordinary securities into which the convertible securities can be converted) exceeds 15% of the number of ordinary securities on issue at the commencement of that twelve month period.

One circumstance where an issue of equity securities is not taken into account in the calculation of this 15% limit is where the issue is approved by shareholders at a general meeting.

ASX Listing Rule 7.4 provides that, where a company's shareholders ratify a previous issue of securities made without approval under ASX Listing Rule 7.1 (provided that the previous issue did not breach Listing Rule 7.1), those securities will be deemed to have been issued with shareholder approval for the purposes of ASX Listing Rule 7.1.

The following Resolution seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the prior issue of the fully paid ordinary shares on 19 March 2014.

Resolution 1: Ratification of Prior Share Issue

The Company is seeking shareholder approval to ratify the issue of 47,000,000 fully paid ordinary shares to Sophisticated Investors on or about 19 March 2014. It is noted that on 19 March 2014, the Company issued a total of 47,000,000 fully paid ordinary shares, of which 28,300,797 fully paid ordinary shares were issued under ASX Listing Rule 7.1 and the remaining 18,699,203 fully paid ordinary shares issued under ASX Listing Rule 7.1A.

As stated above, ASX Listing Rule 7.4 provides that a company may reinstate its capacity to issue up to 15% of the ordinary securities on issue in a 12 month period if shareholders ratify the previous issue of securities and the issue did not breach Listing Rule 7.1.

ASX Listing Rule 7.5 requires that the following information be provided to shareholders for the purpose of obtaining shareholder approval pursuant to ASX Listing Rule 7.4:

(a) the total number of fully paid ordinary shares in the Company that were issued is 47,000,000;
(b) the Shares were issued at a price of $0.04 (4 cents) per share;
(c) the Shares allotted and issued rank equally with the existing Shares on issue;
(d) the Shares were allotted and issued to the following investors;

African Lion 3 Limited	10,000,000 shares
Polo Resources Limited	30,000,000 shares
Craig Chapman	5,000,000 shares
Gwynvill Group	2,000,000 shares
Total	47,000,000 shares

(e) the funds raised will be used to fund the Company’s Chaketma Phosphate Project and working capital commitments.

The Company encourages all Shareholders to cast their votes in relation to Resolution 1 and if Shareholders choose to appoint a proxy, Shareholders are encouraged to direct their proxy how to vote on Resolution 1 by marking either "For", "Against" or "Abstain" on the proxy form. The Chairman of the meeting will vote undirected proxies in favour of Resolution 1.

RECOMMENDATION – VOTE IN FAVOUR OF THE RESOLUTIONS

The Directors consider that there are a number of benefits to Celamin Holdings NL in issuing the securities pursuant to this Placement, including the funding required to continue work on the Company’s Chaketma Phosphate Project and assist with working capital requirements of the Company.

Further, the approval by Shareholders of the Resolutions will enable Celamin Holdings NL to raise additional capital through the subsequent issue of equity securities to other third parties without the need to obtain further Shareholder approval.

Accordingly, your Directors unanimously recommend that Shareholders vote IN FAVOUR OF the Resolutions.

PROXY AND VOTING INSTRUCTIONS

For the purposes of the Corporations Act, the Company has determined that all securities of the Company recorded on the Company's register as at 7:00 pm (AEST) on the date 48 hours before the date of the General Meeting will be taken, for the purposes of the Meeting, to be held by the persons who held them at that time.
The details of the Resolutions contained in the Explanatory Statement accompanying this Notice of Meeting should be read together with, and forms part of this Notice of Meeting.
A shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a shareholder of the Company.
If a proxy is not directed how to vote on an item of business, the proxy may vote or abstain from voting on that resolution as they think fit.
If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the shareholder’s behalf on the poll and the shares that are the subject of the proxy appointment will not be counted in calculating the required majority.
Shareholders who return their proxy forms with a direction on how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chairman of the meeting as their proxy to vote on their behalf.
If a proxy form is returned but the nominated proxy does not attend the meeting, or does not vote on the resolution, the Chairman of the meeting will act in place of the nominated proxy and vote in accordance with any instructions.
Proxy appointments in favour of the Chairman of the meeting, the secretary or any Director that do not contain a direction on how to vote will be used where possible to support each of the resolutions proposed in this Notice.
Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person excluded from voting as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form, or where it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.
A proxy form is attached. If required it should be completed, signed and returned to the Company’s registered office or Advanced Share Registry Ltd in accordance with the instructions set out in the proxy form by no later than 11:00 am (AEST) on 17 May 2014.

GLOSSARY

The following terms have the following meanings in this Explanatory Statement:

“ ASIC ” means the Australian Securities and Investments Commission;

“ ASX ” means ASX Limited or the Australian Securities Exchange, as the context requires;

“ AEST ” means Australian Eastern Standard Time.

“ Board ” means the Directors acting as the board of Directors of the Company or a committee appointed by such board of Directors;

“ Company ” means Celamin Holdings NL ABN 82 139 255 771;

“ Corporations Act ” means the Corporations Act 2001 (Cth);

“ Director ” means a Director of the Company;

“ Listing Rules ” means the Listing Rules of the ASX;

“ Notice ” means the Notice of Meeting accompanying this Explanatory Statement;

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘x’) should advise your broker of any changes.

� Form of Proxy

STEP 1 Appoint a Proxy to Vote on Your Behalf

Please mark � to indicate your directions

�� PLEASE NOTE: This proxy is solicited on behalf of the management of Celamin Holdings NL ACN 139 255 771 (the "Company") for use at the meeting of the shareholders of the Company to be held at the Level 4, 100 Albert Road, South Melbourne VIC 3205 on 19 May 2014 at 11:00am (AEST) or any adjournment thereof (the "Meeting").

I/We being a member/s of Celamin Holdings NL hereby appoint

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the Chairman OR of the meeting

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�� PLEASE NOTE: If you leave the section blank, the Chairman of the Meeting will be your proxy.

or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions at the Meeting and at any adjournment of that meeting.

If you have not appointed the Chairman of the Meeting as your proxy and you are appointing a second proxy please complete the following: Proxy 1 is appointed

to represent _% of my voting right and Proxy 2 is appointed to represent _% of my total votes. My total voting right is ____ shares.

�� PLEASE NOTE: If the appointment does not specify the proportion or number of votes that the proxy may exercise, each proxy may exercise half the votes.

STEP 2

Items of Business

��

PLEASE NOTE: If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and your votes will not be counted in computing the required majority on that item.

If you wish to indicate how your proxy is to vote, please tick the appropriate places below.

Resolution 1 – Ratification of Prior Share Issue

FOR AGAINST ABSTAIN

� � �

SIGN

Signing by member

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. Individual or Member 1 Member 2 (if joint holding) Member 3 (if joint holding)

/ /

Sole Director and Sole Secretary Director/Company Secretary

Director

Date

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ABN 82 139 255 771
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Lodge your vote:

� By Mail:

Advanced Share Registry Limited PO Box 1156 Nedlands WA 6909

Alternatively you can fax your form to Facsimile: +61 8 9389 7871

For Online Vote: www.advancedshare.com.au

For all enquiries call:

Telephone: +61 8 9389 8033 Email: [email protected]

Proxy Form

�� Instructions

Every shareholder has the right to appoint some other person or company of their choice, who need not be a shareholder, to attend and act on their behalf at the meeting. If you wish to appoint a person or company other than the Chairman, please insert the name of your proxyholder(s) in the space provided (see reverse).
If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.
This proxy should be signed in the exact manner as the name that appears on the proxy.
If a shareholder appoints two proxies, each proxy may be appointed to represent a specific proportion of the shareholder’s voting rights. If such appointment is not made then each proxy may exercise half of the shareholder’s voting rights. Fractions shall be disregarded.
Completion of a proxy form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.
To be effective, proxies must be delivered by shareholders as follows:
Shareholders must deliver their proxies prior to 11:00am (AEST) on 17 May 2014 by mail to PO Box 1156, Nedlands, 6909, Western Australia or by facsimile at +61 8 9389 7871 or deliver to the Share Registry of the Company at Unit 2, 150 Stirling Hwy, Nedlands, Western Australia, 6009. Online voting will close at 11:00am (AEST) on 17 May 2014.
For the purposes of Regulation 7.11.37 of the Corporations Regulations the Company determines that shareholders holding shares at 7.00pm (AEST) on 17 May 2014 will be entitled to attend and vote at the Meeting.
The Chairman intends to vote in favour of all resolutions set out in the Notice of Meeting.
This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the Meeting.
This proxy should be read in conjunction with the accompanying documentation provided by management of the Company.
The shares represented by this proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any poll that may be called for, and if the shareholder has specified a choice in respect of any matter to be acted upon, the shares will be voted accordingly.

Turn over to complete the form �

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Notice of General Meeting and Explanatory Statement