“Closing the Transaction”

Presentation

David Regan – Managing Director April 2012 Investor Presentation

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Important Information and Disclaimer

Disclaimer

This presentation is not a prospectus nor an offer of securities in any jurisdiction nor a securities recommendation. The

information in this presentation is an overview and does not contain all information necessary for investment decisions. In

making investment decisions in connection with any acquisition of securities, investors should rely on their own

examination of Celamin Ltd and consult their own legal, business and/or financial advisers.

The information contained in this presentation has been prepared in good faith by Celamin Ltd, however no representation

or warranty expressed or implied is made as to the accuracy, correctness, completeness or adequacy of any statements,

estimates, options, or other information contained in this presentation. To the maximum extent permitted by law, Celamin

Ltd, its Directors, officers, employees and agents disclaim liability for any loss or damage which may be suffered by any

person through the use of reliance on anything contained in or omitted from this presentation.

Certain information in this presentation refers to the intentions of Celamin Ltd, but these are not intended to be forecasts,

forward looking statements or statements about the future matters for the purposes of the Corporations Act or any other

applicable law. The occurrence of the events in the future are subject to risk, uncertainties and other actions that may

cause Celamin Ltd’s actual results, performance or achievements to differ from those referred to in this presentation.

Accordingly Celamin Ltd, its Directors, officers, employees and agents do not vie any assurance or guarantee that the

occurrence of these events referred to in the presentation will actually occur as contemplated.

Competent Person’s Statement

Information in this presentation that relates to Exploration Results and Mineral Resources is based on information compiled

by Mr Donald Thomson, who is a member of the Australasian Institute of Mining and Metallurgy. Mr Donald Thomson is a

consultant geologist engaged by Celamin Holdings NL and has sufficient experience relevant to the style of mineralisation

and types of deposit under consideration and to the activities to qualify as a Competent Person as defined in the 2004

Edition of the “Australian Code for Reporting of Mineral Resources and Ore Reserves:. Mr Thomson consents to the

inclusion in this presentation of the matters based on information in the format and context in which it appears. For

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Company Profile

Directors

Non exec. Chairman

The Honourable Andrew

Thomson

(BA, LLB, LLM)

• Former Federal MP and Citadel Resources

Group Chairman

• Chairman Athena Resources (ASX: AHN) &

Gulf & Asia Mining

• Middle East/Asia consultant to Minter

Ellison on investment & government

relations

• Languages include Japanese, Mandarin &

Arabic

Managing Director

David Regan

(LLB)

• Former Citadel Resources Group director

• Extensive major resource company

executive experience

• More than 15 years of North African/Middle

East experience in Resources Sector

Non exec Director

Martin Broome

(BSc, MSc)

• Over 37 years experience in the African

minerals industry

• Lengthy executive and technical experience

with African Mining Consultants and ZCCM

• Director Barclays Bank of Zambia

Non-exec Director &

Company Secretary

Melanie Leydin

CA, BBus (Swinburne)

• Principal Leydin Freyer accounting

• 19 years audit and ancillary service

experience for resource companies

Top Shareholders (as at 13/4/2012)

African Lion 3 Limited 15.85%

Commonwealth Bank of Australia 8.72%

RMB Resources Limited 6.88%

D.Regan & M.Regan (Regan Superannuation Fund) 6.23%

Dawesville Nom’s PL (P.Avery Superannuation Fund) 5.56%

Douglas Wakley Cahill 5.10%

Equity Capital Profile

ASX Code CNL

Market Capitalisation (current @20¢/CNL share) $10.8M

Post transaction issued capital (max. incl. raising)

Shares (incl. 72.5M transaction and 50M raising) 176.5M

Partly Paid (10¢ to pay, first call 17/12/2012) 15.5M

Options (20¢ exercisable 31/3/2014) 25.4M

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Management Team

Directors

Managing Director

David Regan

(LLB)

• Former Citadel Resources Group director

• Extensive major resource company executive experience

• More than 15 years of North African/Middle East experience in Resources Sector

Director of Celamin Limited

Nadir Sekfali

B.Econ

• Former Vice President Commercial of National Oil Company in North Africa

• Extensive Experience in Natural Resources Sector in North Africa

Head of Technical

Donald Thomson

B.Sc Geology Hons.

La Trobe University

• 25+ years Geological experience in senior management roles including in the Middle

East Region

• Experienced in Mineral Resource Estimation and compliance with JORC Standards

Project Leader

Roger Grogan

Mining Engineer

• 30 plus years experience as Mining Engineer

• Extensive experience in project evaluation, mine design and optimisation, mining

equipment selection and optimisation

• Extensive experience in PFS and FS for surface and underground mines

Project Manager

Elyes Soukah

Electro-Mech. Engineer

• Project management of Tunisian Infrastructure Projects – Senior Project manager

• Strong Project Management Skills and 25 years Experience

Senior Geologist

Takashi Matsumura

B. Eng (Mining Geology)

Akita Mining College

M. Geochemistry: Akita Uni.

• 35+ years experience in Mining Industry in Australia, South America, North Africa

and Middle East

• Previously worked with Citadel Resources in Saudi Arabia

• Working on the ground in Tunisia for last three years good working relationships with

Tunisians and TMS

Process Metallurgy

Prof. Ammar Henchiri

PhD Applied Mineralogy

• PHD in Phosphate

• 30+ years experience in Tunisian Sedimentary Phosphate

• Expert on Floatation of Tunisian Phosphate

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Transaction Summary

Transaction

• 72.5M CNL shares issued to

Celamin Ltd vendors/associates

• Non-associated investors will

hold 59.7% of CNL (fully diluted

basis, assuming the maximum

capital raising being undertaken)

• A compliance prospectus has

also been issued to raise up to

$10M via a capital raising to non-associated investors/shareholders

Existing

• Celamin Holdings Ltd (ASX -

CNL) has acquired 10% of

Celamin Ltd

• Consideration was 2.5M CNL

shares, 7.5M CNL partly paid’s

and 5.0M CNL options (20¢

exercisable 31/3/2014)

• Celamin Ltd vendors/associates

hold 15.8% of CNL (fully diluted

basis)

Phosphate Tunisia

•Chaketma

•Bir El Afou

Base Metals

(Pb/Zn), Tunisia

•Sid Driss

•Oued El Maden

•El Haoaria

•Garn Halfaya/Trozza - tailings

Base Metals

(Ag/Pb/Zn), Algeria

•Oued El Kebir

Celamin Ltd 50%

80% (50% in

production)

49%

100%

JV partner Tunisian Mining Services

JV partner Fianceres Algerieenes

Celamin Holdings NL (ASX - CNL)

Phosphate Tunisia

•Chaketma

•Bir El Afou

Base Metals

(Pb/Zn), Tunisia

•Sid Driss

•Oued El Maden

•El Haoaria

•Garn Halfaya/Trozza - tailings

Base Metals

(Ag/Pb/Zn), Algeria

•Oued El Kebir

Celamin Ltd 50%

80% (50% in

production)

49%

10%

JV partner Tunisian Mining Services

JV partner Fianceres Algerieenes

Celamin Holdings NL (ASX - CNL)

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Transaction Progress

September,

2010 November,

2011

October,

2010 April,

2012

March,

2012 April + May 2012 May,

2012

Acquisition

Agreement

CNL Acquire

100%* of Celamin

Limited in steps

Agreement

Announced

CNL agrees to

complete

transaction with

Celamin LTD

*90% of Celamin

Ltd

72,500,00 -

Shares

Transaction

Complete

CNL owns

100% of

Celamin LTD

and it’s assets.

*10% of Celamin

Ltd

2,500,000 – Shares

5,000,000 – Options

7,500,000 – Partly

Paid Shares

Independent

Expert Report

Declares

valuation of

Celamin LTD

to be “Fair &

Reasonable”

Capital Raising

& Re-Listing

CNL raises

up to

$10,000,000

Capital Raising

• Up to 50M new CNL shares at 20¢ per share are being offered under the prospectus.

The indicative closing date for the public offer is 11 May 2012.

Priority Offer

• 5M of the 50M new shares will be offered in priority to existing shareholders as at the

Priority Offer Record Date. Any unallocated “Priority” shares will form part of the public

offer

• All CNL shareholders may apply for new shares under the public offer

Loyalty Options

• Options exercisable at $0.35 by 28/6/2013 will be issued on (1 option for 2 CNL

shares) to shareholders on the register on the Loyalty Offer Record Date (29/06/2012)

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Minimum Maximum

Chaketma Delineation Program $2.0M $3.0M

Chaketma Scoping Study $1.0M -

DFS - $4.0M

Corporate $1.2M $1.2M

Other Projects $0.8M $1.8M

Total of Capital Raising $5.0M $10.0M

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Minimum Subscription

$5.0M

Maximum Subscription

$10.0M

Ordinary - Shares 53,956,177 Unchanged

Vendor - Share Issue 72,500,000 Unchanged

Prospectus - Shares 25,000,000 50,000,000

Partly Paid - Shares 15,471,296 Unchanged

Options 25,367,001 Unchanged

Loyalty Options 75,766,766 88,266,766

TOTAL (fully diluted) 268,061,240 305,561,240

Market Capitalisation @ ($0.20/share) – excludes options $33.4M $38.4M

Market Capitalisation @ ($0.20/share) – fully diluted $53.6M $61.1M

Equity on Issue F

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Indicative Capital Raising Timetable

Event Date

Prospectus lodged with ASIC 13 April 2012

Priority Offer Record Date 13 April 2012

Opening Date‐ Priority and Public Offer Opening Date 20 April 2012

Priority Offer Closing Date 27 April 2012

Shares Suspended from Trading 27 April 2012

General Meeting 27 April 2012

Public Offer Closing Date 11 May 2012

Issue of Shares under Prospectus 15 May 2012

Despatch of Transaction Confirmation Statements 15 May 2012

Completion of Celamin Limited Acquisition 15 May 2012

Listing on ASX 22 May 2012

The dates are indicative only and are subject to change without notice.

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In 2010/11 “Phosphate fertilizer demand is estimated is estimated to have increased

by 8.8% to 40.7 Mt, surpassing its 2007/08 record.” (IFA)

Global Fertiliser Consumption (Mt nutrients)

N P2O5 K2O Total

2007/08 100.5 38.4 28.1 167.9

2008/09 98.2 33.6 23.5 155.2

2009/10 101.9 37.4 23.7 162.9

2010/11 (e) 104.5 40.7 27.9 173

Change +2.6% +8.8% +17.7% +6.2%

2011/12 (f) 107.7 41.1 29.5 178.2

Change +3.1% +1.0% +5.7% +3.0%

2012/13 (f) 109.5 42.3 30.5 182.2

Change +1.7% +3.0% +3.3% +2.3% Source: International Fertilizer Industry Association, March 2012

Source: Indexmundi, World Bank

Source: Indexmundi, World Bank

Phosphate Rock Demand and Prices

Phosphate – Market F

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High crop prices are driven by:

• Population growth

• Income growth and diet diversification

• High energy prices and

• Rising biofuel production, and

• Declining growth in agricultural productivity……

“Current high agricultural prices are boosting fertilizer demand in market oriented

economies as farmers try to optimize yields.”

Source: International Fertiliser Industry Association (IFA)

Leading to robust fertiliser demand

Phosphate – Demand

Fertiliser/Phosphate Demand

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Celamin Assets – Tunisia & Algeria

Celamin

Tunisia

Phosphate

Permits

(80/50%)

Chaketma

Bir El Afou

Base Metals (Pb/Zn)

Permits

(50%)

Sidi Driss

Oued El Maden

El Haouaria

Base Metals Tailings(Pb/Zn)

Authorisations

(50%)

Garn Halfaya

Trozza*

Algeria

Base Metals (Ag/Pb/Zn)

Permit

(49%)

Oued El Kebir

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Location & Country Attributes

• Tunisia - Mining Tax - 25% (but tax exempt for first 5 year)

- Royalty - 1% of gross revenue

- Repatriation - no tax on shareholder dividends. Repatriation allowed

• Algeria - Mining Tax - 33%

- Royalty - 2.0% for non-ferrous metals

- Ownership - 49% ownership for foreigners (51% Algerian interest)

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Infrastructure – Tunisia

• Rail - SNCFT (Societe National Chemin de Fer Tunisienne) – operates network

- Preliminary review conducted

- Need for line upgrades, rolling stock and sidings

• Port - OMMC (Office de la Marine Marchande et des Ports) – operates ports

- Preliminary discussions

- Port of Rades (Tunis) – well equipped (bulk storage, rail siding, loading...)

• Power - STEG (Société Tunisienne de L’Electricité et du Gaz) – operates power

• Water - Available

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1.Chaketma – Resource Definition & Scoping Study underway

• Exploration target potential of 150-245Mt

2.Bir El Afou (BEA) – initial prefeasibility study completed, more to do

• Inferred resource at BEA with good exploration target potential identified

Benefits of projects:

• High grade concentrate of 30% P205 achievable

• Positive Government and community support at all levels

• Excellent rail, port, water electricity and general infrastructure

• Attractive investment terms (5 year tax holiday)

Two flagship phosphate projects

Phosphate Projects – Tunisia

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• Initial 12 hole program and 5 trenches completed

• Historic CPG data confirmed by Celamin

• Less than half of prospect area covered by drilling

• Mapping updated

• Drilling & trenching to continue at Kef El Louz – trenching shows excellent result

• Scoping study team established

• Same infrastructure for BEA

Phosphate Projects – Tunisia

Status of Chaketma

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Gassaa Kebira

Kef El Louz

Sidi Ali Ouide Oum Ezzine

CHDD009 16M@20% P2O5

CHDD010 15M@19% P2O5

CHDD012 13M@22% P2O5

CHDD010 15M@19% P2O5

Chaketma Drilling & Trenching

Phosphate Projects – Tunisia

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Drill Hole From Intercept Length (m) Average grade P2O5 %

CHDD-2011-008 8.6 23.4 21.6

CHDD-2011-003 137.3 24 19.8

CHDD-2011-002 153.2 20.4 21.2

CHDD-2011-009 14.9 16.1 20.4

CHDD-2011-004 100.7 15.6 20.5

CHDD-2011-001 149 14.7 20.2

CHDD-2011-012 13.3 13.5 21.9

CHDD-2011-010 23.5 14.9 18.6

CHDD-2011-005 73.7 13 20.5

CHDD-2011-006 94.3 8.9 21.1

CHDD-2011-007 96.9 9.1 20.0

CHDD-2011-011 NSI

Chaketma – Drilling Results

Phosphate Projects – Tunisia

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Comparison with Historic Results from the 1960’s

Trench New P2O5 Historical P2O5

CHT001 39.6 metres 22.1% 39m @ 22.4%

CHT002 20.3 metres 19.5% 18m @ 20.8%

CHT003 18.9 metres 17.9% 17m @ 19.7%

CHT004 18.2 metres 19.5% 18m @ 18.9%

CHT005 11.6 metres 20.4% 9m @ 20.4%

Phosphate Projects – Tunisia

Chaketma – Trenching Results

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• Drilling – 8-10,000 metres

• Metallurgy – pilot test work ahead

• Resources – define tonnes & grade

• Feasibility – assess pathway to production

Chaketma Forward Program

Phosphate Projects – Tunisia

Resource Metallurgy Mine Rail Study Water

Electricity Port EIS Social Study & Cadastre

Areas of Study

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• Project Leader – Roger Grogan (Direct Mining Services)

• Technical Manager – Elyes Soukah (Managing & Co-ordinating Studies)

• Geologist Support

• New DH rig to improve drilling rates – now 3 Rigs

• New options for faster analysis;

• Portable XRF analyser purchased

• Alternative laboratory trialed for routine analysis

• Tunis office fully operational

Phosphate Projects – Tunisia

Chaketma Technical Management

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New Targets Identified – Kef Rebiba & Majouba

Mahjouba Kef Rebiba

BEA – D,E,F

KRT2 8.5m@ 13.1% P2O5

KRT1 9.4m@ 16.8% P2O5

Bir El Afou – Second Phosphate Project

Phosphate Projects – Tunisia

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Exploration is targeting 3 areas with MVT lead-zinc mineralization to prove sufficient

resources for development.

Exploration program will comprise:

• Compilation of historic data

• Diamond drill testing of best targets

• Pilot metallurgical test work

• Process design and study of Capex and Opex establishing a mining and milling

operation

Other Projects – Tunisia

North Tunisia – Base Metals & Tailings

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Objective:

Complete due diligence in 2012. Initial program to establish metal distribution and

zonation and provide material for studies into selective floatation

Other Projects – Algeria

Algeria – Oued El Kebir Base metals

Exploration program will comprise:

• 3 hole diamond drilling program for due diligence

• Selective floatation tests on the different styles of

mineralization(Ag, Cu, Zn)

• Process design

• Study Capex & Opex for OEK Kuroko mineralization to

determine cut-off grade and resource base needed for

economic mining

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• Location – proximity to Europe

• Quality – Northern Africa is a key global phosphate supplier

• Demand – interest from industry players

• Board/Management – team strengthened / in-country expertise

• Infrastructure – roads, rail, ports, power, water

• Consolidation – Celamin Holdings & Celamin Limited being ‘merged’

• Bonus – loyalty 1:2 option

Summary – Why Invest?

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