PHOSCO LTD - Annual Report 2018 | FinancialReports.eu

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Celamin Holdings Limited (Formerly known as Celamin Holdings NL) ABN 82 139 255 771

Annual Report - 30 June 2018

Celamin Holdings Limited
(Formerly known as Celamin Holdings NL)
Contents
30 June 2018
Corporate directory	2
Directors' report	3
Auditor's independence declaration	17
Statement of profit or loss and other comprehensive income	18
Statement of financial position	19
Statement of changes in equity	20
Statement of cash flows	21
Notes to the financial statements	22
Directors' declaration	44
Independent auditor's report to the members of Celamin Holdings Limited	45
Shareholder information	48

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Corporate directory 30 June 2018

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Directors

Directors
	Mr Martin Broome (Chairman)
	Mr Nic Clift (Non-Executive Director)
	Mr Tim Markwell (Non-Executive Director)
	Ms Sue-Ann Higgins (Non-Executive Director)
Chief Executive Officer	Mr Simon Eley
Company secretary	Ms Melanie Leydin
Registered office	Level 4, 100 Albert Road
	South Melbourne, VIC 3205
	Australia
	+61 3 9692 7222
Principal place of business	Level 4, 100 Albert Road
	South Melbourne, VIC 3205
	Australia
	+61 3 9692 7222
Share register	Advanced Share Registry Ltd
	150 Stirling Highway
	Nedlands, WA 6009
	+61 8 9389 8033
Auditor	Grant Thornton Audit Pty Ltd
	Collins Square, Tower 1
	727 Collins Street
	Melbourne VIC 3008
Stock exchange listing	Celamin Holdings Limited shares are listed on the Australian Securities Exchange
	(ASX code: CNL)
Website	www.celaminnl.com.au

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Directors' report 30 June 2018

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The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'consolidated entity') consisting of Celamin Holdings Limited (referred to hereafter as the 'company' or 'parent entity') and the entities it controlled at the end of, or during, the year ended 30 June 2018.

Directors

The following persons were directors of Celamin Holdings Limited during the whole of the financial year and up to the date of this report, unless otherwise stated:

Mr Martin Broome, Non-Executive Chairman Mr Nic Clift, Non-Executive Director Mr Tim Markwell, Non-Executive Director

Ms Sue-Ann Higgins, Non-Executive Director

Principal activities

During the financial year the principal continuing activities of the consolidated entity focused on its dispute with its joint venture partner, Tunisian Mining Services (“TMS”), regarding ownership and control of the joint venture company Chaketma Phosphates SA (“CPSA”) and its 51% shareholding. The Company’s centre of interest consisted of: ● Exploration and development of Chaketma Phosphate Project in Tunisia

Dividends

There were no dividends paid or declared during the current or previous financial year.

Review of operations

The loss for the consolidated entity after providing for income tax amounted to $1,206,881 (30 June 2017: $2,025,351).

Financial Performance

Other income increased significantly from $4,388 to $389,801 during the year, in which $383,963 relates to a gain on extinguishment of liabilities.

Following shareholder approval at the 6 July 2017 general meeting, director fees and other consulting fees owing up to 30 June 2017 were settled in ordinary shares and options of the company. Shareholder approval was also obtained for directors to take shares in lieu of cash for their director fees at their discretion, for the period 1 July 2017 to 31 December 2017. The first part of this settlement occurred on 6 July 2017 and therefore formed part of the Half-year Financial Report as at 31 December 2017.

In accordance with Interpretation 19 of the Australian Accounting Standards Board, when equity instruments are issued to a creditor to extinguish financial liabilities, the equity instruments are to be measured at the fair value of the equity instruments issued. The difference between the carrying amount of the financial liability extinguished, and the consideration paid, is recognised in profit and loss. At 31 December 2017 the directors deemed that the fair value of the equity instruments could not be reliably measured due to the trading suspension in place at that date. However, this assessment was revisited and it was determined that the fair value of the equity instruments was equal to the issue price for an equity raise which took place on the same date that the shares and options were issued. As a result, a gain was recognised in respect of the shares and options issued. For liabilities which were settled with equity instruments since 31 December 2017, the treatment is consistent.

Operating expenses for the financial year decreased by $433,057 to $1,596,682 (2017: $2,029,739). This was mainly driven by significant finance costs in the prior year, associated with loans from major shareholders. These loans with African Lion 3 (“AFL3”) and Polo Resources Limited (“Polo”) were fully settled as at 30 June 2017. Legal expenses amounted to $792,272 (2017: $778,783), due to ongoing dispute with TMS regarding ownership and control of CPSA.

Financial Position

The net liability position decreased by $2,973,857 to $119,419 at 30 June 2018 (30 June 2017: $3,093,276), which was largely due to settlement of the shareholder loans and other payables through issue of ordinary shares.

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Directors' report 30 June 2018

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Cashflow

During the period the consolidated entity had a negative cash flow from operating activities of $1,896,771 (2017:$1,285,815) which is largely due to legal expenditure where various processes are being pursued to resolve the ongoing dispute with TMS. A total of $2,452,775 was also raised through share placements in July 2017, January 2018, and February 2018.

JV Partners’ Dispute

Celamin’s wholly-owned subsidiary, Celamin Limited, remains in dispute with its joint venture partner, TMS, regarding ownership and control of CPSA and is working actively with its legal advisers to resolve this situation.

Arbitration success

A final award (“Final Award”) has been delivered by the sole arbitrator (“Arbitrator”) appointed by the International Court of Arbitration of the International Chamber of Commerce (“ICC”) to conduct the arbitration of its dispute with its joint venture partner TMS in relation to the fraudulent transfer to TMS of Celamin’s 51% shareholding in CPSA, the operating company which holds the Chaketma Phosphates Permit. The arbitrator ruled in favour of Celamin Limited ordering TMS to return Celamin Limited’s 51% shareholding in CPSA and to pay damages and costs in excess of US$4 million.

Funding

Following the Final Award in favour of Celamin Limited, the company secured a capital raising of $1,551,750 which was completed in February 2018, and provided funding to pursue enforcement of the Final Award for recovery of its interest in Chaketma Phosphate, other legal actions in Tunisia, and for general working capital purposes. The company has also undertaken to conduct a Share Purchase Plan, seeking to raise up to $673,004.

Background to dispute

Celamin's core asset, the Chaketma Phosphate Project in Tunisia, is operated by a joint venture company, CPSA, in which Celamin held a 51% interest and TMS held a 49% interest.

Celamin has been the sole funder of the Chaketma Phosphate Project providing US$8.6M of funding to December 2014. Celamin’s partner, TMS, has been beneficiary of 50% of this project expenditure, as the largest service provider, using equipment purchased with loans from Celamin.

On 21 October 2014, the Director General of CPSA, without seeking the required approval from the CPSA Board, made a US$3.3M cash call directed to Celamin Limited for funding of the Chaketma feasibility study. CPSA already held an excess of funds above requirements at that time and, in Celamin Limited’s view, no cash call was justified.

Celamin Limited objected to this cash call and, after negotiations, TMS and Celamin Limited entered into an agreement dated 10 December 2014 to reduce the cash call to US$2M and extend the due date for payment until 15 January 2015, in the expectation of agreement being reached in the first quarter of 2015 on the choice of engineering contractor and the terms of their engagement for conducting the feasibility study for the Chaketma Phosphate Project.

Celamin deposited US$2M into CPSA’s Tunisian bank account on behalf of Celamin Limited in payment of the cash call, receipt of which was confirmed by both CPSA’s bank and the Director General of CPSA on 13 January 2015.

On 19 January 2015 the Director General issued a notice of default to Celamin Limited for failure to pay the US$2M cash call by the due date (“alleged default”), rejecting payment by Celamin on Celamin Limited’s behalf despite this payment meeting Tunisian legal requirements and having been made in exactly the same manner as one of the two previous cash calls. Celamin Limited objected to the default notice and the action by the Director General and called a Board meeting scheduled for 9 March 2015 for the purpose of reversing these actions, however this meeting was not held.

Within 24 hours after receipt of the default notice, TMS indicated that it would not be acting on that notice and the Director General and TMS continued working collaboratively with Celamin in progressing the Chaketma Phosphate Project.

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Directors' report 30 June 2018

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On 3 March 2015, the Company was advised by the then Chairman of CPSA, Mr David Regan, that he had received notice from the Director General of CPSA to the effect that Celamin Limited’s shares in CPSA had been transferred to TMS on 13 February 2015. Celamin requested a voluntary trading halt on its shares from trading on ASX on 4 March 2015. The shares remained suspended from trading on ASX until reinstatement on 15 June 2018.

Following initial legal investigations, the Company understands that the Director General (without Celamin’s knowledge and without any authority from the CPSA Board) purported to transfer Celamin Limited’s shares to TMS on the basis of the alleged default.

The US$2M deposited by Celamin for the cash call, which remained in a Tunisian bank account in CPSA’s name for a period of over three months, was received back into Celamin’s bank account in Australia on 27 April 2015, transferred from the Tunisian bank of CPSA at the instigation of the Director General of CPSA after having declared the “default”. Celamin received no communications from TMS or CPSA in relation to the transferred funds.

On the basis of strong documentary evidence, the Company disputed the existence of any default on the part of Celamin Limited and asserted that Celamin Limited’s shares in CPSA were transferred without any legal basis.

The Final Award has confirmed that Celamin Limited is the rightful owner of 51% shares in CPSA. Celamin remains committed to pursuing return of its interest in CPSA and recovery of the damages awarded in its favour.

Significant changes in the state of affairs

On 6 July 2017, the Company held a General Meeting to approve the issue of the following shares and options in the Company:

Shares and options issued upon settlement of Tranche 2 of the Placement.
Shares and options issued as settlement of the balance owing under the AFL3 and Polo loans (including interest, fees and other money owing) as at 30 June 2017.
Shares and options issued as consideration for up to 100% of outstanding Directors' fees for the period 1 January 2015 to 30 June 2017.
Shares and options issued as consideration for Directors' fees for the period 1 July 2017 to 31 December 2017, at the Directors' discretion.
Shares and options issued as part satisfaction of fees owing to Leydin Freyer for Company Secretarial and Accounting services.
Shares and options issued as satisfaction for fees owing to Mike Brook as Executive Manager for Business Development from the period 1 February 2017 to 9 June 2017.

On 30 November 2017 the company received notification that the Final Award had been delivered by the Arbitrator in the ICC arbitration of its dispute with its joint venture partner TMS in relation to the fraudulent transfer to TMS of Celamin’s 51% shareholding in CPSA, the operating company which holds the Chaketma Phosphates Permit. The Arbitrator found in favour of Celamin Limited ordering TMS to return Celamin Limited’s 51% shareholding in CPSA and to pay damages and costs in excess of US$4 million.

Celamin Limited has applied for enforcement of the Final Award in Tunisia by way of application to the Tunisian Court of Appeal. If enforcement is granted, the award may be executed against TMS in the same manner as any Tunisian Court decision. TMS has lodged an application to set aside the Final Award with the Swiss Federal Court on the basis of an alleged procedural defect. TMS have alleged that they were not provided with certain invoices relating to a portion of the damages awarded by the Arbitrator, a matter which is unequivocally denied by Celamin’s legal counsel. Celamin is of the view that the issues raised by TMS are not relevant to the Arbitrator’s decision on the merits of the dispute. Submissions are now closed in relation to this application and a decision is awaited from the Swiss Federal Court.

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Directors' report 30 June 2018

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On 10 January 2018, the company secured a capital raising of $1,551,750 to provide funding to pursue enforcement of the Final Award for recovery of its interest in Chaketma Phosphate, other legal actions in Tunisia, and for general working capital purposes. The company received applications for the placement of a total of 6,207,000,000 shares at an issue price of 0.025 cents per share (“2018 Placement”). The 2018 Placement was undertaken in two tranches as follows:

(a) the First Tranche being the issue of 400,000,000 Shares to sophisticated investors pursuant to the Company’s 15% placement capacity under Listing Rule 7.1, to raise $100,000 which was completed on 10 January 2018; and

(b) the Second Tranche being the issue of the balance Shares under the 2018 Placement, following shareholder approval at a general meeting of the Company held on 14 February 2018, which was completed on 23 February 2018.

On 10 January 2018 shares and options were issued as consideration for outstanding Directors' fees for the period 1 July 2017 to 31 December 2017.

On 23 February 2018 shares and options were issued as satisfaction for fees owing to Mike Brook as Executive Manager for Business Development.

On 4 June 2018, the company completed a consolidation of its issued capital on a one for one-hundred basis. The consolidation was approved by shareholders at the Annual General Meeting held on 28 May 2018.

On 15 June 2018, the suspension of trading in the securities of the company was lifted.

There were no other significant changes in the state of affairs of the consolidated entity during the financial year.

Matters subsequent to the end of the financial year

On 3 July 2018, the company appointed Simon Eley as Chief Executive Officer.

On 17 July 2018, the company was granted two new exploration permits in Tunisia prospective for Zinc and Lead. The Djebba and Zeflana permits cover 32 kilometres in the Atlas Zinc-Lead Province that runs through the north of the country.

Following shareholder approval obtained on 28 May 2018, on 17 July 2018 the company changed from a public no liability company to a public company limited by shares, and changed its name from Celamin Holdings NL to Celamin Holdings Limited.

No other matter or circumstance has arisen since 30 June 2018 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years.

Likely developments and expected results of operations

In relation to the dispute between its wholly owned subsidiary Celamin Limited and its joint venture partner TMS in relation to the fraudulent purported transfer to TMS of Celamin’s 51% interest in the joint venture company CPSA, the consolidated entity will continue to pursue all available legal and other avenues in order to secure the preservation and recognition of Celamin’s rights, including restitution of its shares in CPSA and compensation for damages suffered.

Environmental regulation

The consolidated entity is not currently subject to any significant environmental regulation under Australian Commonwealth or State law.

The Company previously held participating interests in a number of exploration tenements. The various authorities granting tenements required the tenement holder to comply with the terms of the grant of the tenement given to it under those terms of the tenement. There have been no known breaches of the tenement condition, and no such breaches have been notified by any government agency during the financial year ended 30 June 2018 or previously.

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Directors' report 30 June 2018

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Information on directors

Name: Mr Martin Broome Title: Non-Executive Chairman Qualifications: B.Sc(Hons) Geology, M.Sc Engineering Rock Mechanics, Chartered Engineer, FIOM Experience and expertise: Mr. Broome has more than 38 years of experience working in the minerals industry in Africa. Until 2010, Mr. Broome was Managing Director of African Mining Consultants (“AMC”) having founded AMC in 1994. This followed a 20 year career with Zambian Consolidated Copper Mines Ltd ("ZCCM") in the Zambian Copperbelt. Other current directorships: None Former directorships (last 3 years): None Special responsibilities: Chair of Remuneration & Nomination Committee and member of Audit Committee Interests in shares: 3,730,000 fully paid ordinary shares Interests in options: 50,000 unlisted options exercisable at $0.05 (5 cents) per option, expiring 28 May 2019 265,000 unlisted options exercisable at $0.20 (20 cents) per options, expiring 11 July 2020 50,000 unlisted options exercisable at $0.20 (20 cents) per option, expiring 10 January 2021 Name: Mr Nic Clift Title: Non-Executive Director Qualifications: BSc (Hons), MBA, FAusIMM, MIMMM, GAICD, CEng Experience and expertise: Mr Clift has more than 30 years' experience in the international resources industry, with roles in mining and base metals extraction, refining and recycling, and has worked in Africa, France, Germany, United Kingdom and Australia. He has held a variety of corporate, management, project, development and operating roles. Mr Clift is a metallurgist with significant project experience. He was previously managing director of Algerian focused base metals company Terramin Australia Ltd (ASX: TZN), from September 26, 2011 to May 31, 2013. Prior to that he was General Manager of Algerian Operations at Terramin. Mr Clift’s previous experience also includes roles with Anglo American, Kumba Iron Ore Ltd, Kamoto Operating Ltd, Zinifex Ltd, Mount Isa Mines Ltd, and Zambia Consolidated Copper Mines Ltd. Mr Clift was also Managing Director of Celamin Holdings Limited until 31 May 2016. Other current directorships: None Former directorships (last 3 years): None Special responsibilities: None Interests in shares: 630,888 fully paid ordinary shares Interests in options: 47,086 unlisted options exercisable at $0.20 (20 cents) per option, expiring 11 July 2020 18,359 unlisted options exercisable at $0.20 (20 cents) per option, expiring 10 January 2021 50,000 unlisted options exercisable at $0.05 (5 cents) per option, expiring 28 May 2019 Name: Mr Tim Markwell Title: Non-Executive Director (Acting Chief Executive Officer from 10 January 2018 to 30 June 2018) Qualifications: (BSc (Hons), MAusIMM) Experience and expertise: Mr Markwell is a qualified geologist with 20 years' experience in the resource sector, including senior technical roles with BHP Billiton, Golder Associates and Minara Resources. He has specific expertise in resource assessment and was involved in feasibility studies for a number of Australian resources projects. Tim joined African Lion in February 2007. Prior to this he held roles as a resources/investment analyst with a broking firm and then a listed investment fund. He graduated with an honours degree in geology from the University of Western Australia in 1993, and has a Graduate Diploma in Applied Finance and Investment from FINSIA. Other current directorships: Aurora Minerals Ltd (ASX: ARM, appointed 22 July 2014) Former directorships (last 3 years): Predictive Discovery Limited (ASX: PDI, resigned 17 December 2015) Special responsibilities: None Interests in shares: None Interests in options: None

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Directors' report 30 June 2018

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Directors' report 30 June 2018
Name:	Ms Sue-Ann Higgins
Title:	Non-Executive Director
Qualifications:	BA, LLB (Hons), GAICD, AGIA
Experience and expertise:	Sue-Ann Higgins is an experienced company executive with diversified skills and global
	corporate experience, having held senior legal and commercial roles with ARCO Coal
	Australia Inc, WMC Resources Ltd, Oxiana Limited and Citadel Resource Group
	Limited. Sue-Ann has extensive experience in governance and compliance, mergers
	and acquisitions, equity capital markets and mineral exploration, development and
	operations. Sue-Ann is company secretary of Metal Bank Limited, an ASX listed junior
	exploration company and provides legal and commercial consultancy services to a
	number of ASX listed entities.
Other current directorships:	None
Former directorships (last 3 years): None
Special responsibilities:	Member of Audit Committee
Interests in shares:	1,238,404 fully paid ordinary shares
Interests in options:	185,869 unlisted options exercisable at $0.20 (20 cents) per option, expiring 11 July
	2020
	33,334 unlisted options exercisable at $0.20 (20 cents) per option, expiring 10 January
	2021

"Other current directorships" quoted above are current directorships for listed entities only and excludes directorships in all other types of entities, unless otherwise stated.

"Former directorships (in the last 3 years)" quoted above are directorships held in the last 3 years for listed entities only and excludes directorships in all other types of entities, unless otherwise stated.

Company secretary

Ms Melanie Leydin, CA

Ms Leydin has 25 years’ experience in the accounting profession including 13 years in the Corporate Secretarial professions and is a company secretary and finance officer for a number of entities listed on the Australian Securities Exchange. She is a Chartered Accountant and a Registered Company Auditor. Since February 2000, she has been the principal of Leydin Freyer, specialising in outsourced company secretarial and financial duties.

Meetings of directors

The number of meetings of the company's Board of Directors ('the Board') held during the year ended 30 June 2018, and the number of meetings attended by each director were:

he number of meetings attended by each director were:
	Full Board
	Attended	Held
Mr Martin Broome	6		6
Mr Nic Clift	6		6
Mr Tim Markwell	6		6
Ms Sue-Ann Higgins	6		6

Held: represents the number of meetings held during the time the director held office.

Remuneration report (audited)

The remuneration report, which has been audited, outlines the director and executive remuneration arrangements for the consolidated entity and the company, in accordance with the requirements of the Corporations Act 2001 and its Regulations.

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including all directors.

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Directors' report 30 June 2018

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The remuneration report is set out under the following main headings:

Principles used to determine the nature and amount of remuneration
Details of remuneration
Service agreements
Share-based compensation
Additional information
Additional disclosures relating to key management personnel

Principles used to determine the nature and amount of remuneration

The intention of the consolidated entity's and company's executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The planned framework aims to align executive reward with the achievement of strategic objectives and the creation of value for shareholders, and conforms with the market best practice for delivery of reward. The Board of Directors ("the Board") ensures that executive reward satisfies the following key criteria for good reward governance practices:

competitiveness and reasonableness
acceptability to shareholders
alignment of executive compensation
transparency

The Remuneration and Nomination Committee is responsible for determining and reviewing remuneration arrangements for its directors and executives. The performance of the consolidated entity and company depends on the quality of its directors and executives. The remuneration philosophy is to attract, motivate and retain high performance and high quality personnel.

The Remuneration and Nomination Committee will implement an executive remuneration framework that is market competitive and complementary to the reward strategy of the consolidated entity and company.

The reward framework is designed to align executive reward to shareholders' interests. The Board have considered that it should seek to enhance shareholders' interests by:

focusing on sustained growth in shareholder wealth, growth in share price, and delivering constant or increasing return on assets as well as focusing the executive on key non-financial drivers of value
attracting and retains high calibre executives

Additionally, the reward framework should seek to enhance executives' interests by:

rewarding capability and experience
reflecting competitive reward for contribution to growth in shareholder wealth
providing a clear structure for earning rewards

In accordance with best practice corporate governance, the structure of non-executive director and executive director remuneration is separate.

Non-executive directors remuneration

Non-Executive Directors’ fees are paid within an aggregate limit which is approved by the shareholders from time to time. The limit of Non-Executive Director fees was increased to a maximum of $350,000 at the company's Annual General Meeting on 20 October 2010. Retirement payments, if any, are agreed to be determined in accordance with the rules set out in the Corporations Act 2001 at the time of the Director’s retirement or termination. Non-Executive Directors’ remuneration may include an incentive portion consisting of bonuses and/or options, as considered appropriate by the Board, which may be subject to shareholder approval in accordance with the ASX Listing Rules.

During the year ended 30 June 2015 the Company remunerated Non-Executive Directors at a rate of $60,000 per annum plus superannuation except for the Non-Executive Chairman who received fees of $120,000 per annum. As from 1 July 2015 the Company remunerates Non-Executive Directors at a rate of $40,000 per annum plus superannuation except for the NonExecutive Chairman who receives fees of $60,000 per annum. There were no incentives or bonuses paid during the year to Non-Executive Directors. For additional duties in assisting management beyond the normal time commitments of nonexecutive directors, non-executive directors are paid at a per diem rate, with the rates approved by other directors.

On 24 April 2015, the company announced a cash conservation programme. Since that time the payment of all non-executive director fees had been deferred, and some of those fees have been settled in shares and options, while other fees are being accrued rather than paid.

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Directors' report 30 June 2018

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Executive remuneration

Despite remuneration for executives currently consisting of entirely fixed remuneration, the consolidated entity aims to reward executives with a level and mix of remuneration, based on their position and responsibility, which is both fixed and variable. The consolidated entity will take steps to ensure that executives are paid the correct blend of remuneration to align the interests of executives and shareholders.

The executive remuneration and reward framework has the following components:

base pay
share based payments
other remuneration such as superannuation and long service leave

The combination of these comprises the executive's total remuneration.

The long-term incentives ('LTI') include long service leave and share based payments.

Consolidated entity performance and link to remuneration

The remuneration of directors and executives are not linked to the performance, share price or earnings of the consolidated entity.

As stated above, the consolidated entity aims to reward executives with a level and mix of remuneration, based on their position and responsibility, which is both fixed and variable.

Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, is reviewed annually by the Board, based on individual and business unit performance, the overall performance of the consolidated entity and comparable market remunerations.

Details of remuneration

Amounts of remuneration

Details of the remuneration of the directors, other key management personnel (defined as those who have the authority and responsibility for planning, directing and controlling the major activities of the consolidated entity) and executives of Celamin Holdings Limited are set out in the following tables.

In accordance with best practice corporate governance, the structure of Non-Executive Directors and executive remunerations are separate. This provides a clear structure for earning rewards.

All remuneration paid to Non-Executive Directors during the 2018 and 2017 financial years was fixed.

The key management personnel of the consolidated entity consisted of the following directors and other executives of Celamin Holdings Limited:

Mr Martin Broome, Non-Executive Chairman
Mr Tim Markwell, Non-Executive Director
Ms Sue-Ann Higgins, Non-Executive Director
Mr Nic Clift, Non-Executive Director
Ms Melanie Leydin, Company Secretary

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Directors' report 30 June 2018

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2018 Non-Executive Directors: Mr M Broome Mr T Markwell (1) Ms S Higgins (2) Mr N Clift (3) Other Key Management Personnel: Ms M Leydin (4)	Short-term benefits Cash salary Non- and fees Bonuses monetary $ $ $ 30,000 - - 114,669 - - 80,000 - - 27,250 - - 52,000 - -	Short-term benefits Cash salary Non- and fees Bonuses monetary $ $ $ 30,000 - - 114,669 - - 80,000 - - 27,250 - - 52,000 - -	Short-term benefits Cash salary Non- and fees Bonuses monetary $ $ $ 30,000 - - 114,669 - - 80,000 - - 27,250 - - 52,000 - -	Post- employment benefits Super- annuation $ - - - 1,735 -	Long-term benefits Termination payments $ - - - - -	Share- based payments Equity- settled** $ 2,953 1,969 1,969 1,084 -	Total $ 32,953 116,638 81,969 30,069 52,000 313,629
	303,919	-	-	1,735	-	7,975

Directors have agreed to defer payment of part salary/fees payable to them until the first occurrence of certain contingency events, which include enforcement of the Final Award, raising significant capital, shareholder approval or the director ceasing to act as a director. The amount of the deferred payments is included in Cash Salary and Fees above.
** Directors fees for the period 1 July 2017 to 31 December 2017 were settled in ordinary shares and options as approved in the July 2017 General Meeting. The value of the shares issued to settle amounts owing reflected the fair value of a share on the date of settlement. The difference between the carrying amount of the liability extinguished and the value of the consideration paid, was recognised in the profit and loss as a gain. The shares and options issued in relation to Mr Markwell’s directors fees for the period 1 July 2017 to 31 December 2017 were issued to Lion Manager Pty Ltd, of which Mr Markwell does not have a controlling interest in.
Included in cash salary and fees paid to T Markwell, is $94,669 related to Acting Chief Executive Officer fees.
Included in cash salary and fees paid to S Higgins, is $60,000 related to additional professional and consulting services.
Included in cash salary and fees paid to N Clift, is $7,250 related to PAYG on his director fees for the period 1 July 2017 to 31 December 2017.
Fees paid to Leydin Freyer Corporate Pty Ltd for company secretarial fees and accounting services.

2017 Non-Executive Directors: Mr M Broome Mr T Markwell Ms S Higgins Mr N Clift Other Key Management Personnel: Ms M Leydin Mr M Brook	Short-term benefits Cash salary Non- and fees Bonuses monetary $ $ $ 60,000 - - 40,000 - - 100,000 - - 40,000 - - 48,400 - - 71,600 - -	Short-term benefits Cash salary Non- and fees Bonuses monetary $ $ $ 60,000 - - 40,000 - - 100,000 - - 40,000 - - 48,400 - - 71,600 - -	Short-term benefits Cash salary Non- and fees Bonuses monetary $ $ $ 60,000 - - 40,000 - - 100,000 - - 40,000 - - 48,400 - - 71,600 - -	Post- employment benefits Super- annuation $ - - - - - -	Long-term benefits Termination payments $ - - - - - -	Share- based payments Equity- settled $ - - - - - -	Total $ 60,000 40,000 100,000 40,000 48,400 71,600 360,000
	360,000	-	-	-	-	-

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Directors' report 30 June 2018

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Following shareholder approval on 6 July 2017, the amounts in cash salary and fees were settled in ordinary shares and options.

and options.
	Fixed remuneration		At risk - STI			At risk - LTI
Name	2018	2017	2018	2017		2018	2017
Non-Executive Directors:
Mr M Broome	91%	100%		-	-		9%	-
Mr T Markwell	98%	100%		-	-		2%	-
Ms S Higgins	98%	100%		-	-		2%	-
Mr N Clift	96%	100%		-	-		4%	-
Executive Directors:
Mr M Brook	-	100%		-	-		-	-
Other Key Management
Personnel:
Ms M Leydin	100%	100%		-	-		-	-

Service agreements

Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details of these agreements are as follows:

Name: Mr Nic Clift Title: Non-Executive Director Agreement commenced: 1 June 2016 Details: Mr Clift may resign from his position and thus terminate this contract at any time by giving written notice. Remuneration comprises a base salary of $40,000 for nonexecutive board duties, plus applicable superannuation.

Name: Mr Martin Broome Title: Non-Executive Chairman Agreement commenced: 22 February 2012 (revised 1 July 2015) Details:

Mr Broome may resign from his position and thus terminate this contract by giving one month’s written notice. The engagement of the Director may be terminated at any time by three months’ written notice to the Director. The Company may terminate the contract at any time without notice if serious misconduct has occurred. Remuneration comprises a base salary of $60,000 for non-executive board duties.

Name: Mr Tim Markwell Title: Non-Executive Director Agreement commenced: 2 February 2015 (revised 1 July 2015) Details: Mr Markwell may resign from his position and thus terminate this contract at any time by giving written notice. Remuneration comprises a base salary of $40,000 for nonexecutive board duties, plus applicable superannuation.

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Directors' report 30 June 2018

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Name: Ms Sue-Ann Higgins Title: Non-Executive Director Agreement commenced: 2 February 2015 (revised 1 July 2015) Details: Ms Higgins may resign from her position and thus terminate this contract at any time by giving written notice. Remuneration comprises a base salary of $40,000 for nonexecutive board duties, plus applicable superannuation.

Name: Mr Simon Eley Title: Chief Executive Officer Agreement commenced: 1 July 2018 Details: No fixed term for an ongoing term subject to termination by the Company or the employee with 3 months’ notice. Remuneration comprises a base salary of $180,000 per annum plus statutory superannuation, plus a sign-on bonus of $18,000. Short term and long term incentives based on milestones will be determined by the Board.

Key management personnel have no entitlement to termination payments in the event of removal for misconduct.

Share-based compensation

Issue of shares

Details of shares issued to directors and other key management personnel as part of compensation during the year ended 30 June 2018 are set out below:

Name	Date	Shares*	Issue price
Mr M Broome	10 January 2018	10,000,000	$0.00025	2,500
Mr T Markwell	10 January 2018	6,666,667	$0.00025	1,667
Ms S Higgins	10 January 2018	6,666,667	$0.00025	1,667
Mr N Clift	10 January 2018	3,671,660	$0.00025	918

* The above Shares are presented on a pre-consolidated basis at the time they were issued, in relation to Directors’ fees for the period 1 July 2017 to 31 December 2017.

Options

The terms and conditions of each grant of options over ordinary shares affecting remuneration of directors and other key management personnel in this financial year or future reporting years are as follows:

				Fair value
	Vesting date and			per option
Grant date	exercisable date**	Expiry date	Exercise price	at grant date
6 July 2017*	Vest immediately	11 July 2020	$0.00200	$0.000552
10 January 2018	Vest immediately	10 January 2021	$0.00200	$0.000091

Options granted relate to accrued compensation as at 30 June 2017

** There are no performance conditions attached to these options as they were issued as settlement of existing liabilities.

Options granted carry no dividend or voting rights.

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Directors' report 30 June 2018

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Additional information

The earnings of the consolidated entity for the five years to 30 June 2018 are summarised below:

	2018	2017	2016	2015	2014
	$	$	$	$	$
Other income	389,801	4,388	2,758	10,265	31,927
Loss before income tax	(1,206,881)	(2,025,351)	(14,300,931)	(3,490,522)	(22,407,151)
Loss after income tax	(1,206,881)	(2,025,351)	(14,300,931)	(3,490,522)	(22,407,151)
The factors that are considered to affect total shareholders return		('TSR') are summarised below:
	2018*	2017	2016	2015	2014
Share price at the start of the financial year ($)	0.01	0.01	0.01	0.04	0.08
Share price at the end of the financial year ($)	0.03	0.01	0.01	0.01	0.04
Basic earnings per share (cents per share)	(2.47)	(20.13)	(143.99)	(54.50)	(1108.20)

The company was suspended from trading for the period 6 March 2015 to 15 June 2018. During this period the deemed share price was $0.01.

Additional disclosures relating to key management personnel

Shareholding

The number of shares in the company held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below:

Ordinary shares Mr M Broome Mr N Clift Ms S Higgins Ms M Leydin	Balance at the start of the year 10,000,000 10,000,000 - 47,500	Received as part of remuneration 63,000,000 13,088,757 43,840,340 -	* Additions 300,000,000 40,000,000 80,000,000 15,833,333	Disposals/ Other** (369,270,000) (62,457,869) (122,601,936) (15,722,024)	Balance at the end of the year 3,730,000 630,888 1,238,404 158,809 5,758,101
	20,047,500	119,929,097	435,833,333	(570,051,829)

*These figures include shares issued in relation to Directors’ fees for prior periods and for the period 1 July 2017 to 31 December 2017.

**This represents the consolidation of capital which was completed during the financial year ended 30 June 2018.

Option holdings

The number of options over ordinary shares in the company held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below:

Options over ordinary shares Mr M Broome Mr N Clift Ms S Higgins Ms M Leydin	Balance at the start of the year - - - -	Granted 31,550,000 6,594,379 21,920,170 7,916,667	Exercised - - - -	Expired/ forfeited/ Other* (31,185,000) (6,478,934) (21,700,967) (7,837,500)	Balance at the end of the year 365,000 115,445 219,203 79,167 778,815
	-	67,981,216	-	(67,202,401)

*This represents the consolidation of capital which was completed during the financial year ended 30 June 2018.

This concludes the remuneration report, which has been audited.

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Directors' report 30 June 2018

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Shares under option

Unissued ordinary shares of Celamin Holdings Limited under option at the date of this report are as follows:

Exercise Grant date Expiry date price 6 July 2017 11 July 2020 $0.20000 10 January 2018 10 January 2021 $0.20000 14 February 2018 11 July 2020 $0.20000 28 May 2018 28 May 2019 $0.05000	Number under option 8,595,616 135,027 61,000 3,787,500 12,579,143

Shares issued on the exercise of options

There were no ordinary shares of Celamin Holdings Limited issued on the exercise of options during the year ended 30 June 2018 and up to the date of this report.

Indemnity and insurance of officers

The company has indemnified the directors of the company for costs incurred, in their capacity as a director, for which they may be held personally liable, except where there is a lack of good faith.

During the financial year, the company paid a premium in respect of a contract to insure the directors of the company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of liability and the amount of the premium.

Indemnity and insurance of auditor

The company has not otherwise, during or since the financial year, indemnified or agreed to indemnify the auditor of the company or any related entity against a liability incurred by the auditor.

During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the company or any related entity.

Proceedings on behalf of the company

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the company, or to intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or part of those proceedings.

Non-audit services

Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor are outlined in note 17 to the financial statements.

The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.

The directors are of the opinion that the services as disclosed in note 17 to the financial statements do not compromise the external auditor's independence requirements of the Corporations Act 2001 for the following reasons:

all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor; and
none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor's own work, acting in a management or decision-making capacity for the company, acting as advocate for the company or jointly sharing economic risks and rewards.

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Directors' report 30 June 2018

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Officers of the company who are former partners of Grant Thornton Audit Pty Ltd

There are no officers of the company who are former partners of Grant Thornton Audit Pty Ltd.

Auditor's independence declaration

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors' report.

Auditor

Grant Thornton Audit Pty Ltd continues in office in accordance with section 327 of the Corporations Act 2001.

This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001.

On behalf of the directors:

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_________ Martin Broome Non-Executive Chairman

28 September 2018 Melbourne

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Collins Square, Tower 1 727 Collins Street Melbourne VIC 3008

Correspondence to: GPO Box 4736 Melbourne VIC 3001

T +61 3 8320 2222 F +61 3 8320 2200 E [email protected] W www.grantthornton.com.au

Auditor’s Independence Declaration

To the Directors of Celamin Holdings Limited

In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Celamin Holdings Limited for the year ended 30 June 2018, I declare that, to the best of my knowledge and belief, there have been:

a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
b no contraventions of any applicable code of professional conduct in relation to the audit.

Grant Thornton Audit Pty Ltd Chartered Accountants

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M A Cunningham Partner – Audit & Assurance

Melbourne, 28 September 2018

Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

www.grantthornton.com.au

‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.

Liability limited by a scheme approved under Professional Standards Legislation.

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Statement of profit or loss and other comprehensive income For the year ended 30 June 2018

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Note Other Income 5 Expenses Legal expenses Corporate expenses Administration expenses Employment expenses Share Based Payments 28 Finance costs Loss before income tax expense Income tax expense 6 Loss after income tax expense for the year attributable to the owners of Celamin Holdings Limited Other comprehensive income for the year, net of tax Total comprehensive income for the year attributable to the owners of Celamin Holdings Limited Basic earnings per share 27 Diluted earnings per share 27	Consolidated 2018 2017 $ $ 389,801 4,388 (792,272) (778,783) (211,542) (213,960) (197,658) (177,343) (372,460) (382,325) (22,750) (14,809) - (462,519) (1,206,881) (2,025,351) - - (1,206,881) (2,025,351) - - (1,206,881) (2,025,351) Cents Cents (2.47) (20.13) (2.47) (20.13)
	(1,206,881) -
	(1,206,881) -
	(1,206,881)
	Cents (2.47) (2.47)

The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Statement of financial position As at 30 June 2018

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Note Assets Current assets Cash and cash equivalents 7 Trade and other receivables 8 Other 9 Total current assets Total assets Liabilities Current liabilities Trade and other payables 10 Borrowings 11 Total current liabilities Total liabilities Net liabilities Equity Issued capital 12 Reserves 13 Accumulated losses Total deficiency in equity	Consolidated 2018 2017 $ $ 585,131 79,032 16,327 30,014 51,831 36,590 653,289 145,636 653,289 145,636 772,708 1,714,819 - 1,524,093 772,708 3,238,912 772,708 3,238,912 (119,419) (3,093,276) 49,595,415 45,483,459 68,782 - (49,783,616) (48,576,735) (119,419) (3,093,276)
	653,289
	653,289
	772,708 -
	772,708
	772,708
	(119,419)
	49,595,415 68,782 (49,783,616)
	(119,419)

The above statement of financial position should be read in conjunction with the accompanying notes

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Statement of changes in equity For the year ended 30 June 2018

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Contributed equity $ 45,357,479 - -	Reserves $ 34,627 - -	Accumulated losses $ (46,600,820) (2,025,351) -
- - - 148,975 (22,995)	- 14,809 (49,436) - -	(2,025,351) - 49,436 - -
45,483,459	-	(48,576,735)
Contributed Equity $ 45,483,459 - -	Reserves $ - - -	Accumulated Losses $ (48,576,735) (1,206,881) -
- - 1,694,986 2,452,775 (35,805)	- 22,750 46,032 - -	(1,206,881) - - - -
49,595,415	68,782	(49,783,616)

The above statement of changes in equity should be read in conjunction with the accompanying notes

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Statement of cash flows For the year ended 30 June 2018

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Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Statement of cash flows For the year ended 30 June 2018
Note Cash flows from operating activities Payments to suppliers and employees (inclusive of GST) Interest received Interest and other finance costs paid Net cash used in operating activities 26 Cash flows from investing activities Payments for security deposits Net cash used in investing activities Cash flows from financing activities Proceeds from issue of shares 12 Share issue transaction costs Proceeds from borrowings Repayment of borrowings Net cash from financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at the end of the financial year 7	Consolidated 2018 2017 $ $ (1,902,610) (1,284,163) 5,839 884 - (2,536) (1,896,771) (1,285,815) - (182) - (182) 2,452,775 148,975 (35,805) (22,995) - 1,061,526 (14,059) - 2,402,911 1,187,506 506,140 (98,491) 79,032 178,958 (41) (1,435) 585,131 79,032
	(1,896,771)
	-
	-
	2,452,775 (35,805) - (14,059)
	2,402,911
	506,140 79,032 (41)
	585,131

The above statement of cash flows should be read in conjunction with the accompanying notes

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Notes to the financial statements 30 June 2018

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Note 1. General information

The financial statements cover Celamin Holdings Limited as a consolidated entity consisting of Celamin Holdings Limited and the entities it controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is Celamin Holdings Limited's functional and presentation currency.

Celamin Holdings Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:

Level 4 100 Albert Road South Melbourne, VIC 3205

A description of the nature of the consolidated entity's operations and its principal activities are included in the directors' report, which is not part of the financial statements.

The financial statements were authorised for issue, in accordance with a resolution of directors, on 28 September 2018. The directors have the power to amend and reissue the financial statements.

Note 2. Significant accounting policies

The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

New or amended Accounting Standards and Interpretations adopted

The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ("AASB") that are mandatory for the current reporting period.

Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

Going concern

The financial report has been prepared on the going concern basis, which assumes continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business.

The consolidated entity made a loss after tax of $1,206,881 during the financial year (2017: $2,025,351) and had net operating cash outflows of $1,896,771 (2017: $1,285,815). Following share placements in July 2017 and January 2018, the consolidated entity raised a total of $2,452,775 during the year. Cash balances as at 30 June 2018 totalled $585,131, compared to $79,032 in the prior year.

Following reinstatement of the Company’s shares to quotation and trading on the ASX Market, the Company has undertaken to conduct a Share Purchase Plan, seeking to raise up to $673,004, which, if fully subscribed, will provide funding for the Company’s activities past June 2019, excluding contingent liabilities payable upon enforcement of the Final Award and return of Celamin’s 51% interest in CPSA. The Company has also undertaken to make a bonus issue of options to Shareholders based on one option for every two Shares held at the same time as the Share Purchase Plan is offered to Shareholders.

The Directors continue to monitor the ongoing funding requirements of the consolidated entity through the preparation of cash flow forecasts prepared by management to ensure that the consolidated entity has sufficient funds to meet their commitments. The Directors are confident that sufficient funds can be secured if required by a combination of capital raising and sale of assets to enable the consolidated entity to continue as a going concern and as such are of the opinion that the financial report has been appropriately prepared on a going concern basis.

Basis of preparation

These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board ('IASB').

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Notes to the financial statements 30 June 2018

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Note 2. Significant accounting policies (continued)

Historical cost convention

The financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of available-for-sale financial assets, financial assets and liabilities at fair value through profit or loss, investment properties, certain classes of property, plant and equipment and derivative financial instruments.

Critical accounting estimates

The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the consolidated entity's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3.

Parent entity information

In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity only. Supplementary information about the parent entity is disclosed in note 21.

Principles of consolidation

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Celamin Holdings Limited ('company' or 'parent entity') as at 30 June 2018 and the results of all subsidiaries for the year then ended. Celamin Holdings Limited and its subsidiaries together are referred to in these financial statements as the 'consolidated entity'.

Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity when the consolidated entity is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases.

Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the consolidated entity.

The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent.

Where the consolidated entity loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The consolidated entity recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss.

Operating segments

Operating segments are presented using the 'management approach', where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Makers ("CODM"). The CODM is responsible for the allocation of resources to operating segments and assessing their performance.

Revenue recognition

Revenue is recognised when it is probable that the economic benefit will flow to the consolidated entity and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable.

Interest

Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

Other revenue

Other revenue is recognised when it is received or when the right to receive payment is established.

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Notes to the financial statements 30 June 2018

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Note 2. Significant accounting policies (continued)

Income tax

The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:

When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or
When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset.

Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.

Current and non-current classification

Assets and liabilities are presented in the statement of financial position based on current and non-current classification.

An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.

A liability is classified as current when: it is either expected to be settled in the consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.

Deferred tax assets and liabilities are always classified as non-current.

Cash and cash equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

Trade and other receivables

Other receivables are recognised at amortised cost, less any provision for impairment.

Joint ventures

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. Investments in joint ventures are accounted for using the equity method. Under the equity method, the share of the profits or losses of the joint venture is recognised in profit or loss and the share of the movements in equity is recognised in other comprehensive income. Investments in joint ventures are carried in the statement of financial position at cost plus post-acquisition changes in the consolidated entity's share of net assets of the joint venture. Goodwill relating to the joint venture is included in the carrying amount of the investment and is neither amortised nor individually tested for impairment. Income earned from joint venture entities reduce the carrying amount of the investment.

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Notes to the financial statements 30 June 2018

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Note 2. Significant accounting policies (continued)

Trade and other payables

These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.

Finance costs

Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the period in which they are incurred.

Employee benefits

Share-based payments

Equity-settled and cash-settled share-based compensation benefits are provided to employees.

Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the share price.

The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the consolidated entity receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.

The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.

The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying either the Binomial or Black-Scholes option pricing model, taking into consideration the terms and conditions on which the award was granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows:

during the vesting period, the liability at each reporting date is the fair value of the award at that date multiplied by the expired portion of the vesting period.
from the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the reporting date.

All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid to settle the liability.

Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied.

If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.

If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the consolidated entity or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Notes to the financial statements 30 June 2018

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Note 2. Significant accounting policies (continued)

If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification.

Issued capital

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Dividends

Dividends are recognised when declared during the financial year and no longer at the discretion of the company.

Earnings per share

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to the owners of Celamin Holdings Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

Goods and Services Tax ('GST') and other similar taxes

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.

Reclassification

Certain amounts reported in prior years in the financial statements have been reclassified to conform to the current year’s presentation.

New Accounting Standards and Interpretations not yet mandatory or early adopted

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the consolidated entity for the annual reporting period ended 30 June 2018. The consolidated entity's assessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the consolidated entity, are set out below.

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Notes to the financial statements 30 June 2018

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Note 2. Significant accounting policies (continued)

AASB 9 Financial Instruments

This standard is applicable to annual reporting periods beginning on or after 1 January 2018. The standard replaces all previous versions of AASB 9 and completes the project to replace IAS 39 'Financial Instruments: Recognition and Measurement'. AASB 9 introduces new classification and measurement models for financial assets. A financial asset shall be measured at amortised cost, if it is held within a business model whose objective is to hold assets in order to collect contractual cash flows, which arise on specified dates and solely principal and interest. All other financial instrument assets are to be classified and measured at fair value through profit or loss unless the entity makes an irrevocable election on initial recognition to present gains and losses on equity instruments (that are not held-for-trading) in other comprehensive income ('OCI'). For financial liabilities, the standard requires the portion of the change in fair value that relates to the entity's own credit risk to be presented in OCI (unless it would create an accounting mismatch). New simpler hedge accounting requirements are intended to more closely align the accounting treatment with the risk management activities of the entity. New impairment requirements will use an 'expected credit loss' ('ECL') model to recognise an allowance. Impairment will be measured under a 12-month ECL method unless the credit risk on a financial instrument has increased significantly since initial recognition in which case the lifetime ECL method is adopted. The standard introduces additional new disclosures.

The consolidated entity will adopt this standard from 1 July 2018 and the impact of its adoption has been assessed as follows. The consolidated entity's financial instruments consist of cash and cash equivalents, trade and other receivables, and trade and other payables. These will continue to be measured at amortised cost. In relation to impairment requirements, using the ECL is not expected to change the determination of allowances. The Board believes adoption of this standard will not have a significant impact to the financial statements.

AASB 15 Revenue from Contracts with Customers

This standard is applicable to annual reporting periods beginning on or after 1 January 2018. The standard provides a single standard for revenue recognition. The core principle of the standard is that an entity will recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard will require: contracts (either written, verbal or implied) to be identified, together with the separate performance obligations within the contract; determine the transaction price, adjusted for the time value of money excluding credit risk; allocation of the transaction price to the separate performance obligations on a basis of relative stand-alone selling price of each distinct good or service, or estimation approach if no distinct observable prices exist; and recognition of revenue when each performance obligation is satisfied. Credit risk will be presented separately as an expense rather than adjusted to revenue. For goods, the performance obligation would be satisfied when the customer obtains control of the goods. For services, the performance obligation is satisfied when the service has been provided, typically for promises to transfer services to customers. For performance obligations satisfied over time, an entity would select an appropriate measure of progress to determine how much revenue should be recognised as the performance obligation is satisfied. Contracts with customers will be presented in an entity's statement of financial position as a contract liability, a contract asset, or a receivable, depending on the relationship between the entity's performance and the customer's payment. Sufficient quantitative and qualitative disclosure is required to enable users to understand the contracts with customers; the significant judgments made in applying the guidance to those contracts; and any assets recognised from the costs to obtain or fulfil a contract with a customer.

The consolidated entity will adopt this standard from 1 July 2018, however does not expect the impact to be significant as the only revenue source is interest income.

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Notes to the financial statements 30 June 2018

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Note 2. Significant accounting policies (continued)

AASB 16 Leases

This standard is applicable to annual reporting periods beginning on or after 1 January 2019. The standard replaces AASB 117 'Leases' and for lessees will eliminate the classifications of operating leases and finance leases. Subject to exceptions, a 'right-of-use' asset will be capitalised in the statement of financial position, measured at the present value of the unavoidable future lease payments to be made over the lease term. The exceptions relate to short-term leases of 12 months or less and leases of low-value assets (such as personal computers and small office furniture) where an accounting policy choice exists whereby either a 'right-of-use' asset is recognised or lease payments are expensed to profit or loss as incurred. A liability corresponding to the capitalised lease will also be recognised, adjusted for lease prepayments, lease incentives received, initial direct costs incurred and an estimate of any future restoration, removal or dismantling costs. Straight-line operating lease expense recognition will be replaced with a depreciation charge for the leased asset (included in operating costs) and an interest expense on the recognised lease liability (included in finance costs). In the earlier periods of the lease, the expenses associated with the lease under AASB 16 will be higher when compared to lease expenses under AASB 117. However EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation) results will be improved as the operating expense is replaced by interest expense and depreciation in profit or loss under AASB 16. For classification within the statement of cash flows, the lease payments will be separated into both a principal (financing activities) and interest (either operating or financing activities) component. For lessor accounting, the standard does not substantially change how a lessor accounts for leases.

The consolidated entity will adopt this standard from 1 July 2019. The board does not expect the impact to be significant as the consolidated entity is not party to any significant operating lease arrangements, however will continue to assess the potential effect of AASB 16 on its financial statements.

Note 3. Critical accounting judgements, estimates and assumptions

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.

Recovery of deferred tax assets

Deferred tax assets are recognised for deductible temporary differences only if the consolidated entity considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Exploration and evaluation costs

At each reporting date, the directors review the carrying value of each area of interest, with reference to the indicators of impairment outlined in AASB 6 - Exploration for and Evaluation of Mineral Resources. The directors also consider whether the expenditure on each area of interest qualify for treatment under the requirements of AASB 6.

Fair value of equity instruments

In July 2017 shareholder approval was obtained for directors to take shares in lieu of cash for their director fees accrued up to 30 June 2017. This transaction occurred on 6 July 2017 and therefore formed part of the half-year financial report as at 31 December 2017.

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Notes to the financial statements 30 June 2018

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Note 3. Critical accounting judgements, estimates and assumptions (continued)

At 31 December 2017 the directors deemed that the fair value of the equity instruments could not be reliably measured due to the trading suspension in place at that date. However, this assessment was revisited and it was determined that the fair value of the equity instruments was equal to the issue price for an equity raise which took place on the same date that the shares and options were issued.

As at 31 December 2017 the fair value of the share capital was deemed to be equal to the fair value of the liabilities which was $483,272. As at 30 June 2018 the fair value of the share capital was determined to be $161,091 and the fair value of the options was determined to be $44,476. The result of this change in estimate was that a gain of $277,705 was recognised upon issuance of shares and options in order to extinguish existing liabilities.

For liabilities which were settled with equity instruments since 31 December 2017, the treatment is consistent.

Note 4. Operating segments

AASB 8 requires operating segments to be identified on the basis of internal reports about the components of the consolidated entity that are regularly reviewed by the Chief Operating Decision Makers ("CODM") in order to allocate resources to the segment and to assess its performance. The consolidated entity is currently organised into one operating segment: exploration and development of resource projects in North Africa.

This operating segment is based on the internal reports that are reviewed and used by the Board of Directors (who are the CODM) in assessing performance and in determining the allocation of resources.

Note 5. Other Income

Interest revenue Gain on extinguishment of liabilities* Net foreign exchange gain Other Income	Consolidated 2018 2017 $ $ 5,838 884 383,963 - - 3,504 389,801 4,388
	389,801

Following shareholder approval at the 6 July 2017 general meeting, the following amounts were settled in ordinary shares and options of the company
Director fees owing up to 31 December 2017
Part satisfaction of fees owing to Leydin Freyer for Company Secretarial and Accounting services
Satisfaction for fees owing to Mike Brook as Executive Manager for Business Development

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Notes to the financial statements 30 June 2018

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Note 6. Income tax benefit

Note 6. Income tax benefit
Numerical reconciliation of income tax benefit and tax at the statutory rate Loss before income tax expense Tax at the statutory tax rate of 27.5% Tax effect amounts which are not deductible/(taxable) in calculating taxable income: Costs incurred in deriving non-assessable non-exempt income Share-based payments Share settlement excess MV over liability Current year tax losses not recognised Current year temporary differences not recognised Current year temporary differences not recognised (unders/overs) Income tax benefit Tax losses not recognised Unused tax losses for which no deferred tax asset has been recognised Potential tax benefit @ 27.5%	Consolidated 2018 2017 $ $ (1,206,881) (2,025,351) (331,892) (556,972) 256,723 218,510 6,256 14,809 (105,590) - (174,503) (323,653) 277,787 360,479 (98,682) (36,826) (4,602) - - - Consolidated 2018 2017 $ $ 14,190,645 15,724,046 3,902,427 4,324,113
	3,902,427

Note 6. Income tax benefit

Numerical reconciliation of income tax benefit and tax at the statutory rate
Loss before income tax expense
Tax at the statutory tax rate of 27.5%
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Costs incurred in deriving non-assessable non-exempt income
Share-based payments
Share settlement excess MV over liability
Current year tax losses not recognised
Current year temporary differences not recognised
Current year temporary differences not recognised (unders/overs)
Income tax benefit

Tax losses not recognised
Unused tax losses for which no deferred tax asset has been recognised
Potential tax benefit @ 27.5%

Consolidated
2018
2017
$
$
(1,206,881)
(2,025,351)
(331,892)
(556,972)
256,723
218,510
6,256
14,809
(105,590)
-
(174,503)
(323,653)
277,787
360,479
(98,682)
(36,826)
(4,602)
-
-
-
Consolidated
2018
2017
$
$
14,190,645
15,724,046
3,902,427
4,324,113

3,902,427

The above potential tax benefit for tax losses has not been recognised in the statement of financial position. These tax losses can only be utilised in the future if the continuity of ownership test is passed, or failing that, the same business test is passed.

The taxation benefits of tax losses and temporary differences not brought to account will only be obtained if:

i) the consolidated entity derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the losses to be realised;

ii) the consolidated entity continues to comply with the conditions for deductibility imposed by law; and iii) no change in tax legislation adversely affects the consolidated entity in realizing the benefits from deducting the losses.

In respect of the activities in Tunisia, the current Mining Code of the Republic of Tunisia provides the holder of exploration permits with a five year exemption from payment of income tax following the commencement of effective exploitation.

Deferred tax assets not recognised Deferred tax assets not recognised comprise: Accrued expenses Tax losses Other temporary differences Total deferred tax assets not recognised	Consolidated 2018 2017 $ $ 157,399 187,252 3,902,427 4,324,113 114,381 244,977 4,174,207 4,756,342
	4,174,207

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Notes to the financial statements 30 June 2018

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Note 6. Income tax benefit (continued)

The above potential tax benefit for deductible temporary differences has not been recognised in the statement of financial position as the recovery of this benefit is uncertain.

Note 7. Current assets - cash and cash equivalents

Note 7. Current assets - cash and cash equivalents
Cash on hand Cash at bank	Consolidated 2018 2017 $ $ 474 1,608 584,657 77,424 585,131 79,032
	585,131

Note 8. Current assets - trade and other receivables

Note 8. Current assets - trade and other receivables
Trade and other receivables Less: Provision for doubtful debts GST receivable	Consolidated 2018 2017 $ $ 160,000 160,000 (160,000) (160,000) - - 16,327 30,014 16,327 30,014
	-
	16,327
	16,327

Celamin has launched legal action in the Tunisian courts to recover the $160,000 as the samples have never been delivered to Celamin by TMS. TMS have not refunded the $160,000 that Celamin paid to TMS for the samples. Celamin are pursuing the return of these funds through a separate legal action in Tunisia. This legal action is ongoing at reporting date.

Note 9. Current assets - other

Note 9. Current assets - other
Prepayments Deposits supporting bank guarantees	Consolidated 2018 2017 $ $ 31,444 16,203 20,387 20,387 51,831 36,590
	51,831

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Notes to the financial statements 30 June 2018

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Note 10. Current liabilities - trade and other payables

Trade payables Other payables	Consolidated 2018 2017 $ $ 118,954 627,675 653,754 1,087,144 772,708 1,714,819
	772,708

Refer to note 15 for further information on financial instruments.

Following the dispute arising with TMS, the Company announced a cash conservation programme on 24 April 2015. Since that time the payment of all director fees and other consultant fees have been deferred, and those fees have been accrued in Other payables, rather than paid in cash. After shareholder approval at the July 2017 general meeting, the Company has reached agreements with the Directors and a number of consultants to settle amounts owing in shares and options, subject to shareholder approval.

Included in trade and other payables is an amount owing in relation to Tim Markwell’s Acting Chief Executive Officer fee for the period 10 January 2018 to 30 June 2018 totalling $94,669. Under the Agreement, the fee will become due and payable upon the earliest occurrence of any of the following circumstances:

a. If the Company raises capital from the market,
b. Shareholders approve the issue of shares to the directors of the Company in lieu of director’s fees, or
c. Enforcement or settlement of the final arbitration award in relation to the dispute between Celamin Limited and Tunisian Mining Services which results in return of Celamin Limited’s interests in the Chaketma Project and receipt of payment of damages (and/or an increased interested in the Chaketma Project) in satisfaction of such award.”

The Company has entered into an agreement with Nicholas Clift, to settle deferred salary payments, notice and other entitlements in the sum of $314,093.04 (including superannuation) owing to Mr Clift upon termination of his employment as Managing Director of the Company, in ordinary shares of the Company (based on the 30 day VWAP at the time of issue), subject to certain conditions, including, successful conclusion of the Arbitration and transfer of at least 51% of the shares in CPSA to Celamin Limited and shareholder approval to the issue of such shares. This amount is included in trade and other payables.

Payment of accrued Director’s Fees will be contingent on one of the following events occurring and will become due and payable upon the earliest occurrence of any of following events:

a. The Company raising capital from the market of a minimum amount of $2,000,000, other than by way of a Share Purchase Plan;
b. Shareholders approving the issue of shares to the directors of the Company in lieu of director's fees; c. Enforcement or settlement of the final arbitration award in relation to the dispute between Celamin Limited and Tunisian Mining Services which results in return of Celamin Limited’s interest in the Chaketma Project and receipt of payment of damages (and/or an increased interest in the Chaketma Project) in satisfaction of such award; or
d. the Director ceasing to act as director of CNL whether through resignation, termination or otherwise.

Note 11. Current liabilities - borrowings

Loan - African Lion Loan - Polo Resources	Consolidated 2018 2017 $ $ - 786,154 - 737,939 - 1,524,093
	-

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Notes to the financial statements 30 June 2018

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Note 11. Current liabilities - borrowings (continued)

Refer to note 15 for further information on financial instruments.

On 16 June 2016, the Company entered into a Loan Agreement (AFL3 Loan) with African Lion 3 Limited (AFL3) for advances of up to a principal amount of US$400,000 (equivalent AUD$529,772) plus interest, fees and charges. The AFL3 Loan was subsequently fully drawn down and was due for repayment (together interest, fees and other money owing) on 30 April 2017. The Company has reached agreement with AFL3 to repay the balance owing under the AFL3 Loan (including interest, fees and other money owing) as at 30 June 2017, being a total of AUD$786,154, in exchange for the issue of 262,051,547 Shares at an Issue Price of 0.3 cents and 131,025,774 new options. Per the terms of the original loan agreement, AFL3 had the right to convert the shares to equity at any point after the agreement date upon shareholder approval. The agreed settlement price of 0.3 cents was higher than the deemed fair value of the shares of 0.1 cents being the issue price for the capital raise on that date. The rationale for the favorable terms granted to Celamin upon payment via shares and options was so that Celamin could continue to pursue the ongoing legal dispute with TMS. The shares and options were issued on 11 July 2017 following shareholder approval.

On 7 June 2016, the Company entered into a Loan Agreement (Polo Loan) with Polo Resources Limited (Polo) for advances of up to a principal amount of US$400,000 (equivalent AUD$531,755) plus interest, fees and charges. The Polo Loan was subsequently fully drawn down and was due for repayment (together interest, fees and other money owing) on 30 April 2017. An agreement has also been reached with Polo to repay the balance owing under the Polo Loan (including interest, fees and other money owing) as at 30 June 2017, being a total of AUD$737,939, in exchange for the issue of 245,979,557 Shares at an Issue Price of 0.3 cents and 122,989,779 new options. Per the terms of the original loan agreement, Polo had the right to convert the shares to equity at any point after the agreement date upon shareholder approval. The agreed settlement price of 0.3 cents was higher than the deemed fair value of the shares of 0.1 cents being the issue price for the capital raise on that date. The rationale for the favorable terms granted to Celamin upon payment via shares and options was so that Celamin could continue to pursue the ongoing legal dispute with TMS. The shares and options were issued on 11 July 2017 following shareholder approval.

Note 12. Equity - issued capital

Note 12. Equity - issued capital
Ordinary shares - fully paid Partly paid shares	2018 Shares 89,733,939 -	Consolidated 2017 2018 Shares $ 1,142,147,036 49,595,415 14,887,796 - 1,157,034,832 49,595,415		2017 $ 45,466,174 17,285 45,483,459
	89,733,939	1,157,034,832	49,595,415

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Notes to the financial statements 30 June 2018

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Note 12. Equity - issued capital (continued)

Movements in ordinary share capital

Details Date Balance 1 July 2016 Placement May 2017 Capital raising costs May 2017 Balance 30 June 2017 Placement 11 July 2017 Issue of shares as settlement of AFL and Polo loans 11 July 2017 Issue of shares as settlement of director fees 11 July 2017 Issue of shares as settlement of other fees payable 11 July 2017 Placement 10 January 2018 Issue of shares as settlement of director fees 10 January 2018 Placement 23 February 2018 Issue of shares as settlement of other fees payable 23 February 2018 Share consolidation** 4 June 2018 Conversion of partly paid shares into fully paid shares 12 June 2018 Capital raising costs Balance 30 June 2018	Shares Issue price 993,171,986 148,975,050 $0.00100 1,142,147,036 901,024,950 $0.00100 508,031,104 $0.00300 133,590,770 $0.00100 27,500,000 $0.00100 400,000,000 $0.00025 27,004,994 $0.00025 5,807,000,000 $0.00025 12,200,000 $0.00025 (8,868,913,799) 148,884 89,733,939	$ 45,340,194 148,975 (22,995) 45,466,174 901,025 1,524,094 133,591 27,500 100,000 6,751 1,451,750 3,050 - 17,285 (35,805) 49,595,415

Ordinary shares

Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the company does not have a limited amount of authorised capital.

On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.

Options

Options do not entitle the holder to participate in dividends and the proceeds on the winding up of the company.

Option holders do not have any voting rights.

Share buy-back

There is no current on-market share buy-back.

Capital risk management

The consolidated entity's objectives when managing capital are to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital.

Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated as total borrowings less cash and cash equivalents.

The consolidated entity may issue new shares in order to provide a sufficient level of funding for its phosphate projects whilst maintaining an appropriate capital structure and sound gearing.

The consolidated entity would look to raise capital when an opportunity to invest in a business or company was seen as value adding relative to the current parent entity's share price at the time of the investment. The consolidated entity is not actively pursuing additional investments in the short term as it continues to integrate and grow its existing businesses in order to maximise synergies.

The capital risk management policy remains unchanged from the 30 June 2017 Annual Report.

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Notes to the financial statements 30 June 2018

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Note 12. Equity - issued capital (continued)

*The issue price of these shares represent the deemed fair value of the shares issued to extinguish the existing liabilities.

**Following shareholder approval, the company consolidated its issued capital on a one for one hundred basis.

Note 13. Equity - reserves

Options reserve	Consolidated 2018 2017 $ $ 68,782 -

Share-based payments reserve

The reserve is used to recognise the value of equity benefits provided to employees and directors as part of their remuneration, and other parties as part of their compensation for services.

Movements in reserves

Movements in each class of reserve during the current and previous financial year are set out below:

Consolidated Balance at 1 July 2016 Balance at 30 June 2017 Share based payments Extinguishment of liabilities Balance at 30 June 2018	Option $ -	Total $ - - 22,750 46,032 68,782
	- 22,750 46,032
	68,782

Note 14. Equity - dividends

There were no dividends paid or declared during the current or previous financial year.

Note 15. Financial instruments

Financial risk management objectives

The consolidated entity's activities expose it to a variety of financial risks: market risk (including foreign currency risk, price risk and interest rate risk), credit risk and liquidity risk. The consolidated entity's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the consolidated entity.

Risk management is carried out by the Board of Directors ('the Board'). These policies include identification and analysis of the risk exposure of the consolidated entity and appropriate procedures, controls and risk limits.

Market risk

Foreign currency risk

The consolidated entity undertakes certain transactions denominated in foreign currency and is exposed to foreign currency risk through foreign exchange rate fluctuations.

Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial liabilities denominated in a currency that is not the entity's functional currency. The risk is assessed using cash flow forecasting.

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Notes to the financial statements 30 June 2018

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Note 15. Financial instruments (continued)

The carrying amount of the consolidated entity's foreign currency denominated financial assets and financial liabilities at the reporting date was not significant.

Interest rate risk

The consolidated entity's only exposure to interest rate risk is primarily in relation to short-term deposits held which are held with reputable financial institutions.

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the consolidated entity. The consolidated entity has a strict code of credit, including obtaining agency credit information, confirming references and setting appropriate credit limits. The consolidated entity obtains guarantees where appropriate to mitigate credit risk. The maximum exposure to credit risk at the reporting date to recognised financial assets is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the financial statements. The consolidated entity does not hold any collateral.

Liquidity risk

Vigilant liquidity risk management requires the consolidated entity to maintain sufficient liquid assets (mainly cash and cash equivalents) and available borrowing facilities to be able to pay debts as and when they become due and payable.

The consolidated entity manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities.

Remaining contractual maturities

The following tables detail the consolidated entity's remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.

1 year or less $ 118,954 653,754	Between 1 and 2 years $ - -	Between 2 and 5 years $ - -	Over 5 years $ - -
772,708	-	-	-
1 year or less $ 627,675 1,087,144 786,154 737,939	Between 1 and 2 years $ - - - -	Between 2 and 5 years $ - - - -	Over 5 years $ - - - -
3,238,912	-	-	-

The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Notes to the financial statements 30 June 2018

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Note 15. Financial instruments (continued)

Fair value of financial instruments

Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.

Note 16. Key management personnel disclosures

Compensation

The aggregate compensation made to directors and other members of key management personnel of the consolidated entity is set out below:

Short-term employee benefits Post-employment benefits Share-based payments	Consolidated 2018 2017 $ $ 303,919 360,000 1,735 - 7,975 - 313,629 360,000
	313,629

Note 17. Remuneration of auditors

During the financial year the following fees were paid or payable for services provided by Grant Thornton Audit Pty Ltd, the auditor of the company:

Audit services - Grant Thornton Audit Pty Ltd Audit or review of the financial statements Other services - Grant Thornton Audit Pty Ltd Preparation of the 2015-16 and 2016-17 tax returns	Consolidated 2018 2017 $ $ 52,500 57,500 18,000 - 70,500 57,500
	18,000
	70,500

Note 18. Contingent assets

A Final Award has been delivered by the Arbitrator appointed by the ICC to conduct the arbitration of its dispute with its joint venture partner TMS in relation to the fraudulent transfer to TMS of Celamin’s 51% shareholding in CPSA, the operating company which holds the Chaketma Phosphates Permit. The Arbitrator found in favour of Celamin Limited ordering TMS to return Celamin Limited’s 51% shareholding in CPSA and to pay damages and costs in excess of US$4 million. The company is currently pursuing legal avenues to enforce this order.

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Notes to the financial statements 30 June 2018

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Note 19. Contingent liabilities

A Success Fee is payable to the Company's arbitration lawyers as follows:

A fixed amount of Euro 300,000 payable to Brown Rudnick upon return of Celamin’s 51% interest in Chaketma;
An additional amount payable to Brown Rudnick equal to 2% of any damages awarded in favour of Celamin in the Final Award, payable upon payment of those damages and/or transfer to Celamin of an increased percentage interest in CPSA in lieu of payment of such damages; and
A fixed amount of Euro 50,000 payable to Sami Houerbi upon return of Celamin’s 51% interest in Chaketma and recovery of any sizeable available asset in part or full satisfaction of damages.

Note 20. Related party transactions

Parent entity

Celamin Holdings Limited is the parent entity.

Subsidiaries

Interests in subsidiaries are set out in note 22.

Joint ventures

Interests in joint ventures are set out in note 23.

Key management personnel

Disclosures relating to key management personnel are set out in note 16 and the remuneration report included in the directors' report.

Transactions with related parties

There were no transactions with related parties during the current and previous financial year.

Receivable from and payable to related parties

There were no trade receivables from or trade payables to related parties at the current and previous reporting date.

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Notes to the financial statements 30 June 2018

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Note 20. Related party transactions (continued)

Loans to/from related parties

In accordance with Australian Accounting Standards, an entity who holds 20 per cent of more of the voting power of the investee, it is presumed that the entity has significant influence, and therefore a related party. The following balances are outstanding at the reporting date in relation to loans with related parties:

	Consolidated	Consolidated
	2018	2017
	$	$
Current borrowings:
Loan from African Lion	-	786,154
Loan from Polo Resources	-	737,939

Terms and conditions

On 16 June 2016, the Company entered into a Loan Agreement (AFL3 Loan) with African Lion 3 Limited (AFL3) for advances of up to a principal amount of US$400,000 (equivalent AUD$529,772) plus interest, fees and charges. The AFL3 Loan was subsequently fully drawn down and was due for repayment (together interest, fees and other money owing) on 30 April 2017. The Company has reached agreement with AFL3 to repay the balance owing under the AFL3 Loan (including interest, fees and other money owing) as at 30 June 2017, being a total of AUD$786,154, in exchange for the issue of 262,051,547 Shares at an Issue Price of 0.3 cents and 131,025,774 new options. Per the terms of the original loan agreement, AFL3 had the right to convert the shares to equity at any point after the agreement date upon shareholder approval. The agreed settlement price of 0.3 cents was higher than the deemed fair value of the shares of 0.1 cents being the issue price for the capital raise on that date. The rationale for the favourable terms granted to Celamin upon payment via shares and options was so that Celamin could continue to pursue the ongoing legal dispute with TMS. The shares and options were issued on 11 July 2017 following shareholder approval.

On 7 June 2016, the Company entered into a Loan Agreement (Polo Loan) with Polo Resources Limited (Polo) for advances of up to a principal amount of US$400,000 (equivalent AUD$531,755) plus interest, fees and charges. The Polo Loan was subsequently fully drawn down and was due for repayment (together interest, fees and other money owing) on 30 April 2017. An agreement has also been reached with Polo to repay the balance owing under the Polo Loan (including interest, fees and other money owing) as at 30 June 2017, being a total of AUD$737,939, in exchange for the issue of 245,979,557 Shares at an Issue Price of 0.3 cents and 122,989,779 new options. Per the terms of the original loan agreement, Polo had the right to convert the shares to equity at any point after the agreement date upon shareholder approval. The agreed settlement price of 0.3 cents was higher than the deemed fair value of the shares of 0.1 cents being the issue price for the capital raise on that date. The rationale for the favourable terms granted to Celamin upon payment via shares and options was so that Celamin could continue to pursue the ongoing legal dispute with TMS. The shares and options were issued on 11 July 2017 following shareholder approval.

Note 21. Parent entity information

Set out below is the supplementary information about the parent entity.

Statement of profit or loss and other comprehensive income

Loss after income tax Total comprehensive income	Parent 2018 2017 $ $ (273,474) (22,333,555)	Parent 2018 2017 $ $ (273,474) (22,333,555)
	(273,474)	(22,333,555)

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Notes to the financial statements 30 June 2018

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Note 21. Parent entity information (continued)

Statement of financial position

Total current assets Total assets Total current liabilities Total liabilities Equity Issued capital Options reserve Accumulated losses Total deficiency in equity	Parent 2018 2017 $ $ 647,092 117,859 647,092 117,859 702,653 2,720,475 702,653 2,720,475 49,595,415 45,483,459 68,782 - (49,719,758) (48,086,075) (55,561) (2,602,616)
	647,092
	702,653
	702,653
	49,595,415 68,782 (49,719,758)
	(55,561)

Guarantees entered into by the parent entity in relation to the debts of its subsidiaries

The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2018 and 30 June 2017.

Contingent liabilities

The parent entity had no contingent liabilities as at 30 June 2018 and 30 June 2017.

Capital commitments - Property, plant and equipment

The parent entity had no capital commitments for property, plant and equipment at as 30 June 2018 and 30 June 2017.

Significant accounting policies

The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 2, except for the following:

Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
Investments in joint ventures are accounted for at cost, less any impairment, in the parent entity.

Note 22. Interests in subsidiaries

The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiary in accordance with the accounting policy described in note 2:

with the accounting policy described	in note 2:
		Ownership	interest
	Principal place of business /	2018	2017
Name	Country of incorporation	%	%
Celamin Limited	Australia	100.00%	100.00%

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Notes to the financial statements 30 June 2018

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Note 23. Interests in joint ventures

Interests in joint ventures are accounted for using the equity method of accounting. Information relating to joint ventures that are material to the consolidated entity are set out below:

are material to the consolidated entity are	set out below:
		Ownership	interest
	Principal place of business /	2018	2017
Name	Country of incorporation	%	%
Chaketma Phosphates SA	Tunisia	51.00%	51.00%

As noted in the Review of Operations section of the Directors' Report accompanying these financial statements, the consolidated entity's 51% shareholding in the joint venture company CPSA has been fraudulently transferred to its joint venture partner TMS. The consolidated entity is currently undertaking steps to recover this shareholding - refer to the Review of Operations section of the Directors' Report accompanying these financial statements for more information.

Note 24. Deed of cross guarantee

The following entities are party to a deed of cross guarantee under which each company guarantees the debts of the others:

Celamin Holdings Limited Celamin Limited

By entering into the deed, the wholly-owned entities have been relieved from the requirement to prepare financial statements and directors' report under Corporations Instrument 2016/785 issued by the Australian Securities and Investments Commission.

The above companies represent a 'Closed Group' for the purposes of the Corporations Instrument, and as there are no other parties to the deed of cross guarantee that are controlled by Celamin Holdings Limited, they also represent the 'Extended Closed Group'.

Note 25. Events after the reporting period

On 3 July 2018, the company appointed Simon Eley as Chief Executive Officer.

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Notes to the financial statements 30 June 2018

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Note 26. Reconciliation of loss after income tax to net cash used in operating activities

Loss after income tax expense for the year Adjustments for: Share-based payments Foreign exchange differences Gain on extinguishment of liabilities Interest and finance costs Directors fees settled in shares Change in operating assets and liabilities: Decrease/(increase) in trade and other receivables Decrease/(increase) in prepayments Increase/(decrease) in trade and other payables Net cash used in operating activities Note 27. Earnings per share Loss after income tax attributable to the owners of Celamin Holdings Limited Weighted average number of ordinary shares used in calculating basic earnings per share Weighted average number of ordinary shares used in calculating diluted earnings per share Basic earnings per share Diluted earnings per share Diluted earnings per share	Consolidated 2018 2017 $ $ (1,206,881) (2,025,351) 22,750 14,809 41 (19,055) (383,963) - - 462,568 81,015 - 13,688 (24,598) (15,241) 1,314 (408,180) 304,498 (1,896,771) (1,285,815) Consolidated 2018 2017 $ $ (1,206,881) (2,025,351) Number Number 48,905,203 10,062,328 48,905,203 10,062,328 Cents Cents (2.47) (20.13) (2.47) (20.13)
	Number 48,905,203
	48,905,203
	Cents (2.47) (2.47)

The rights to options held by option holders have not been included in the weighted average number of ordinary shares for the purposes of calculating diluted EPS as they do not meet the requirements for inclusion in AASB 133 “Earnings per Share”. The rights to options are non-dilutive as the consolidated entity generated a loss during the financial year.

Note 28. Share-based payments

A share option plan has been established by the consolidated entity and approved by shareholders at a general meeting, whereby the consolidated entity may, at the discretion of the Nomination and Remuneration Committee, grant options over ordinary shares in the parent entity to certain key management personnel of the consolidated entity. The options are issued for nil consideration and are granted in accordance with performance guidelines established by the Nomination and Remuneration Committee.

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Notes to the financial statements 30 June 2018

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Note 28. Share-based payments (continued)

During the financial year, no options have been issued under the share option plan.

In May 2018 the consolidated entity issued underwriter options as approved by shareholders in the 2017 Annual General Meeting.

Set out below are summaries of options granted:

Balance at the start of the year -	Granted 3,787,500	Exercised -	Expired/ forfeited/ other -
-	3,787,500	-	-
Balance at the start of the year 2,000,000	Granted -	Exercised -	Expired/ forfeited/ other (2,000,000)
2,000,000	-	-	(2,000,000)

For the options granted during the current financial year, the valuation model inputs used to determine the fair value at the grant date, are as follows:

		Share price	Exercise	Expected	Dividend	Risk-free	Fair value
Grant date	Expiry date	at grant date	price	volatility	yield	interest rate	at grant date
28/05/2018	28/05/2019	$0.025	$0.05	111.00%	-	2.27%	$0.006

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Directors' declaration 30 June 2018

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In the directors' opinion:

the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements;
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in note 2 to the financial statements;
the attached financial statements and notes give a true and fair view of the consolidated entity's financial position as at 30 June 2018 and of its performance for the financial year ended on that date;
there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable; and
at the date of this declaration, there are reasonable grounds to believe that the members of the Extended Closed Group will be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross guarantee described in note 24 to the financial statements.

The directors have been given the declarations required by section 295A of the Corporations Act 2001.

Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.

On behalf of the directors

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_________ Martin Broome Non-Executive Chairman

28 September 2018 Melbourne

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Collins Square, Tower 1 727 Collins Street Melbourne VIC 3008

Correspondence to: GPO Box 4736 Melbourne VIC 3001

T +61 3 8320 2222 F +61 3 8320 2200 E [email protected] W www.grantthornton.com.au

Independent Auditor’s Report

To the Members of Celamin Holdings Limited

Report on the audit of the financial report

Opinion

We have audited the financial report of Celamin Holdings Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2018, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies, and the Directors’ declaration.

In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001 , including:

a giving a true and fair view of the Group’s financial position as at 30 June 2018 and of its performance for the year ended on that date; and

b complying with Australian Accounting Standards and the Corporations Regulations 2001 .

Basis for opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

www.grantthornton.com.au

‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.

Liability limited by a scheme approved under Professional Standards Legislation.

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Material uncertainty related to going concern

We draw attention to Note 2 in the financial statements, which indicates that the Group incurred a net loss of $1,206,881 during the year ended 30 June 2018, and as of that date, the Group’s current liabilities exceeded its total assets by $119,419. As stated in Note 2, these events or conditions, along with other matters as set forth in Note 2, indicate that a material uncertainty exists that may cast doubt on the Group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key audit matters

Except for the matter described in the Material Uncertainty Related to Going Concern section, we have determined that there are no other key audit matters to communicate in our report.

Information other than the financial report and auditor’s report thereon

The Directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2018, but does not include the financial report and our auditor’s report thereon.

Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors’ for the financial report

The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the Directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the financial report, the Directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.

A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf. This description forms part of our auditor’s report.

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Report on the remuneration report

Opinion on the remuneration report

We have audited the Remuneration Report included in the Directors’ report for the year ended 30 June 2018.

In our opinion, the Remuneration Report of Celamin Holdings Limited, for the year ended 30 June 2018 complies with section 300A of the Corporations Act 2001 .

Responsibilities

The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

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Grant Thornton Audit Pty Ltd Chartered Accountants

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M A Cunningham Partner – Audit & Assurance

Melbourne, 28 September 2018

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Shareholder information 30 June 2018

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The shareholder information set out below was applicable as at 18 September 2018

Distribution of equity securities

Analysis of number of equity security holders by size of holding:

Distribution of equity securities Analysis of number of equity security holders by size of holding:
1 to 1,000 1,001 to 5,000 5,001 to 10,000 10,001 to 100,000 100,001 and over Holding less than a marketable parcel	Number of holders of ordinary shares 372 59 13 41 44
	529
	529

Holding less than a marketable parcel

Equity security holders

Twenty largest quoted equity security holders

The names of the twenty largest security holders of quoted equity securities are listed below:

African Lion 3 Limited Polo Investments Limited Polo Investments Limited Retzos Executive Pty Ltd (Retzos Executive S/Fund A/C) African Lion 3 Limited Lion Selection Group Limited Lancaster Consultants Limited African Lion 3 Limited Berne No 132 Nominees Pty Ltd (602987 A/C) Lion Manager Pty Ltd Mr Richard Thomas Hayward Daly + Mrs Sarah Kay Daly (Daly Family S/F A/C) Scanlan Gary (Gfp Scanlan Super Fund A/C) Yondro Pty Ltd (Pasias Family A/C) Citicorp Nominees Pty Limited Sam Goulopoulos Pty Ltd (S Goulopoulos F/Super A/C) T E & J Pasias Pty Ltd Higgins (Australia) Pty Ltd (Higgins Super Fund A/C) Cs Logistics Pty Ltd (Jepsak Discretionary A/C) Atlantis Mg Pty Ltd (Mg Family A/C) Mr Richard Thomas Hayward Daly + Mrs Sarah Kay Daly (The Daly Family Super A/C)	Number held 13,322,000 13,200,000 7,834,136 7,502,948 6,237,183 4,000,000 3,630,000 3,287,526 3,000,000 2,906,666 2,520,206 2,000,000 1,499,999 1,425,836 1,242,765 1,164,999 1,161,917 1,000,000 1,000,000 1,000,000	% of total shares issued 14.85 14.71 8.73 8.36 6.95 4.46 4.05 3.66 3.34 3.24 2.81 2.23 1.67 1.59 1.38 1.30 1.29 1.11 1.11 1.11
	78,936,181	87.95

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Shareholder information 30 June 2018

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Unquoted equity securities

Unquoted equity securities
	Number	Number
	on issue	of holders
Options over ordinary shares with exercise price of $0.2 (20 cents) expiring 11 July 2020	8,656,616	22
Options over ordinary shares with exercise price of $0.2 (20 cents) expiring 10 January 2021	135,027	4
Options over ordinary shares with exercise price of $0.05 (5 cents) expiring 28 May 2019	3,787,500	27

Substantial holders

Substantial holders in the Company, as disclosed in substantial holding notices given to the Company, are set out below:

	Ordinary	shares
		% of total
		shares
	Number held*	issued
Lion Selection Group Limited	26,846,709	29.92
Polo Resources Limited	22,459,796	25.03
Mr Chris Retzos	7,673,079	8.55

*The number of shares held above, have been adjusted to reflect a post-consolidated basis.

Voting rights

The voting rights attached to ordinary shares are set out below:

Ordinary shares

On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.

There are no other classes of equity securities.

AI assistant

PHOSCO LTD — Annual Report 2018

65559_rns_2018-09-27_ca7f122f-5b03-4ab3-b79e-2e3eaf581330.pdf

Annual Report - 30 June 2018

Directors

Directors

Principal activities

Dividends

Review of operations

Financial Performance

Financial Position

Cashflow

JV Partners’ Dispute

Arbitration success

Funding

Background to dispute

Significant changes in the state of affairs

Matters subsequent to the end of the financial year

Likely developments and expected results of operations

Environmental regulation

Information on directors

Company secretary

Ms Melanie Leydin, CA

Meetings of directors

Remuneration report (audited)

Principles used to determine the nature and amount of remuneration

Non-executive directors remuneration

Executive remuneration

Consolidated entity performance and link to remuneration

Details of remuneration

Amounts of remuneration

Service agreements

Share-based compensation

Issue of shares

Options

Additional information

Additional disclosures relating to key management personnel

Shareholding

Option holdings

This concludes the remuneration report, which has been audited.

Shares under option

Shares issued on the exercise of options

Indemnity and insurance of officers

Indemnity and insurance of auditor

Proceedings on behalf of the company

Non-audit services

Officers of the company who are former partners of Grant Thornton Audit Pty Ltd

Auditor's independence declaration

Auditor

Auditor’s Independence Declaration

To the Directors of Celamin Holdings Limited

Celamin Holdings Limited (Formerly known as Celamin Holdings NL) Statement of changes in equity For the year ended 30 June 2018

Note 1. General information

Note 2. Significant accounting policies

New or amended Accounting Standards and Interpretations adopted

Going concern

Basis of preparation

Note 2. Significant accounting policies (continued)

Historical cost convention

Critical accounting estimates

Parent entity information

Principles of consolidation

Operating segments

Revenue recognition

Interest

Other revenue

Note 2. Significant accounting policies (continued)

Income tax

Current and non-current classification

Cash and cash equivalents

Trade and other receivables

Joint ventures

Note 2. Significant accounting policies (continued)

Trade and other payables

Finance costs

Employee benefits

Share-based payments

Note 2. Significant accounting policies (continued)

Issued capital

Dividends

PHOSCO LTD Annual Report 2018