PHOSCO LTD — Board/Management Information 2021

Jul 28, 2021

ASX Announcement 29 July 2021

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CELAMIN TRANSTIONS TO TECHNICAL MANAGEMENT AND COMPANY SECRETARY CHANGE

Summary:

Celamin Holdings Ltd

ASX Code: CNL

ACN 139 255 771 ABN 82 139 255 771

Board and Management:

Robin Widdup Chairman Simon Eley Managing Director Taz Aldaoud Non-Exec Director Tim Markwell Alternate Director to Robin Widdup and Interim CEO

Company Secretary

Stefan Ross

Securities on Issue

195,045,594 ordinary shares 12,000,000 unlisted options 500,000 unlisted options

Contact

Phone: +61 (0)3 9692 7222 Fax: +61 (0)3 9077 9233 Email: info@celamin.com

Registered Office Address

Level 4, 100 Albert Road South Melbourne VIC 3205

Website

www.celaminholdingsltd.com

• Process to transition to technical management underway

• Change in Company Secretary

Celamin Holdings Limited (" Celamin " or the “ Company ”) (ASX: CNL) is pleased to announce that it has commenced a process to transition to technical management. The Company is planning to advance the Chaketma Phosphate Project upon finally resolving the dispute with TMS, including delivering a Feasibility Study.

In keeping with the increasing technical focus of the Company, Celamin is transitioning its executive team, including key capabilities for project development. As part of this strategic transition, Alternative Director Mr Tim Markwell will become interim Chief Executive Officer responsible for technical work and helping recruit a technical team. Celamin’s Managing Director Mr Simon Eley’s salary will be commensurately reduced by 50% and taken entirely as shares, subject to shareholder approval. Any additional time worked above 2.5 days will be paid at a rate of A$1,000/day. His duties as Managing Director will be focussed on final enforcement of Celamin’s arbitration success and resolution of the dispute with TMS to advance Chaketma, something he has been instrumental in achieving since his initial appointment in July 2018.

Mr Markwell is a geologist with 25 years+ experience. It is envisaged that the Company will seek to appoint a full-time CEO in due course upon the return to active feasibility work at the Chaketma Phosphate Project and exploration on Celamin’s base metals projects.

Mr Craig Smyth has been appointed interim CFO during the transition period and will assist the Company with financial reporting and long-term business and financial planning. Mr Smyth is a chartered accountant with 25+ years’ experience having previously worked for Coopers and Lybrand, ANZ Investment Bank and Credit Suisse First Boston. Mr Smyth has been with Lion Selection since 2005.

Celamin Holdings Limited

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Both Mr Markwell and Mr Smyth will each be paid a rate of $1,000/day for time worked in their roles as interim CEO and interim CFO respectively, with a monthly limit of $10,000 each. Their fees for services provided will be settled through Lion Manager Pty Ltd (‘Lion Manager’) pursuant to the Services Agreement between the Company and Lion Manager, noting that Lion Manager is a substantial shareholder of the Company. All fees that are paid through the Services Agreement are on an arm’s length basis.

Mr Widdup, Mr Markwell and Mr Smyth are Directors of Lion Manager, and Mr Widdup and Mr Smyth have a relevant interest in Lion Manager. For the avoidance of doubt Lion Manager is a Director-related entity of Mr Widdup and Mr Markwell.

Currently all Directors and executive management are accruing pay to be taken in Celamin shares subject to Celamin shareholder approval.

Change in Company Secretary

The Company is also pleased to announce that specialist Company Secretarial, Governance and Accounting firm, Leydin Freyer, continues to undertake the Company Secretarial role noting that Ms Melanie Leydin will step down as appointed Company Secretary and Mr Stefan Ross appointed in the office holder position as Company Secretary effective today. Ms Leydin will continue to support the Company via Leydin Freyer.

Mr Ross has over 10 years of experience in accounting and secretarial services for ASX Listed companies. His extensive experience includes ASX compliance, corporate governance control and implementation, statutory financial reporting and board and secretarial support.

This announcement is authorised for release to the market by the Board of Directors of Celamin Holdings Limited.

For further information, please contact:

Simon Eley

Managing Director T: +61 (03) 9692 7222 E: info@celamin.com