ACN 139 255 771 PROSPECTUS FOR THE ISSUE OF 50,000,000 FULLY PAID ORDINARY SHARES AT AN ISSUE PRICE OF $0.20 PER NEW SHARE TO RAISE A MAXIMUM OF $10,000,000. THE OFFER IS SUBJECT TO A MINIMUM SUBSCRIPTION OF 25,000,000 SHARES AT AN ISSUE PRICE OF $0.20 EACH TO RAISE A MINIMUM OF $5,000,000 The Offer includes a Priority Offer of up to 5,000,000 New Shares to Shareholders registered as at the Priority Offer Record Date. The Offer is conditional upon Shareholders approving, at the General Meeting to be held on Friday 27 April 2012, a change to the nature and scale of the Company’s activities, the issue of Shares to the Celamin Limited Vendors and the issue of the New Shares offered by this Prospectus. Please refer to Section 2.5 of this Prospectus for further details. PETRA CAPITAL PTY LTD IS ACTING AS LEAD MANAGER TO THE OFFER This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisers without delay. The securities offered by this Prospectus are of a speculative nature ACN 139 255 771 CELAMIN HOLDINGS NL CELAMIN HOLDINGS NL ACN 139 255 771 CORPORATE DIRECTORY Board OF DIRECTORS Andrew Thomson Non-Executive Chairman David Regan Managing Director Martin Broome Non-Executive Director Melanie Leydin Non-Executive Director/Company Secretary REGISTERED OFFICE Suite 304, 22 St Kilda Road St Kilda, Victoria, 3182 Australia Ph: +61 3 9692 7222 Fax: +61 3 9529 8057 LEAD MANAGER AUDITOR Petra Capital Pty Ltd AFS & Associates Suite 108, Level 1, 61-65 Bull Street 343 George Street Bendigo, Victoria, 3550 Sydney, New South Wales, 2000 Ph: +61 3 5443 0344 Ph: +61 2 9239 9600 Fax: +61 3 5443 5304 Fax: +61 2 9299 5610 SHARE Registry INDEPENDENT GEOLOGIST Advanced Share Registry SRK Consulting Services Ltd 10 Richardson Street 150 Stirling Highway Wets Perth, Western Australia, 6005 Nedlands, Western Australia, 6009 Ph: +61 8 9288 2000 Ph: +61 8 9389 8033 Fax: +61 8 9288 2001 Fax: +61 8 9389 7871 INVESTIGATING accountant SOLICITORS AFS & Associates Tresscox Lawyers 61-65 Bull Street Level 9, 469 La Trobe Street Bendigo, Victoria, 3550 Melbourne, Victoria, 3000 Ph: +61 3 5443 0344 Ph: +61 3 9602 9444 Fax: +61 3 5443 5304 Fax: +61 3 9642 0382 CELAMIN HOLDINGS NL ACN 139 255 771 2 3 PROSPECTUS PROSPECTUS FOR THE ISSUE OF 50,000,000 FULLY PAID ORDINARY SHARES AT AN ISSUE PRICE OF $0.20 PER NEW SHARE TO RAISE A MAXIMUM OF $10,000,000. THE OFFER IS SUBJECT TO A MINIMUM SUBSCRIPTION OF 25,000,000 SHARES AT AN ISSUE PRICE OF $0.20 EACH TO RAISE A MINIMUM OF $5,000,000. The Offer includes a Priority Offer of up to 5,000,000 New Shares to Shareholders registered as at the Priority Offer Record Date. The Offer is conditional upon Shareholders approving, at the General Meeting to be held on Friday 27 April 2012, a change to the nature and scale of the Company’s activi- ties, the issue of Shares to the Celamin Limited Vendors and the issue of the New Shares offered by this Prospectus. Please refer to Section 2.5 of this Prospectus for further details. This Prospectus is a compliance prospectus for the purposes of satisfying Chapters 1 and 2 of the ASX Listing Rules and to satisfy ASX requirements for re-listing following a change in the nature and scale of the Company’s activities. PETRA CAPITAL PTY LTD IS ACTING AS LEAD MANAGER TO THE OFFER This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisers without delay. The securities offered by this Prospectus are of a speculative nature ACN 139 255 771 CELAMIN HOLDINGS NL Indicative timetable Prospectus Lodged with ASIC 13 April 2012 Priority Offer Record Date 13 April 2012 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 ASX Trading Resumes 22 May 2012 These dates are indicative only and are subject to change without notice. The Company, in consultation with the Lead Manager, reserves the right to close the Offer at any time before the Priority Offer and Public Offer Closing Dates and to extend the Offer without prior notice. Investors are encouraged to submit their Applications as soon as possible after the Offer opens.. 4 CELAMIN HOLDINGS NL ACN 139 255 771 5 CONTENTS 1. INVESTMENT OVERVIEW 11 2. THE OFFER 21 3. COMPANY OVERVIEW 29 4. DIRECTORS AND CORPORATE GOVERNANCE 46 5. INVESTIGATING ACCOUNTANT’S REPORT 56 6. INDEPENDENT GEOLOGIST’S REPORT 69 7. SOLICITOR’S REPORT 161 8. INVESTOR INFORMATION AND RISK FACTORS 170 9. MATERIAL AGREEMENTS 175 10. ADDITIONAL INFORMATION 179 11. DIRECTORS’ RESPONSIBILITY STATEMENT 190 12. GLOSSARY 191 Application Form Inside Back Page ACN 139 255 771 CELAMIN HOLDINGS NL IMPORTANT INFORMATION CHANGE IN natURE AND SCALE OF ACTIVITIES & RE- COMPLIANCE WITH CHAPTERS 1 AND 2 OF THE ASX LISTING RULES At a General Meeting to be held on Friday 27 April 2012, the Company shall seek (among other things), shareholder approval to a change in the nature and scale of its activities, the issue of Shares to the Celamin Limited Vendors and the issue of New Shares under this Prospectus. In order to give effect to the Company’s change in the nature and scale of its activities if the appropriate Shareholder approval is obtained, the ASX requires the Company to re-comply with Chapters 1 and 2 of the ASX Listing Rules. This Prospectus is issued to assist the Company to satisfy these requirements. The Company’s Shares will be suspended from Official Quotation from the time of the General Meeting and will not be reinstated until the ASX approves the Company’s re-compliance with Chapters 1 and 2 of the ASX Listing Rules. There is a risk that the Company may not be able to meet the requirements of the ASX for re-quotation of its Shares to the Official List. In the event the Company does not receive conditional approval for re-quotation on the ASX, then the Company will not proceed with the Offer and will repay all application monies received. LODGEMENT This Prospectus is dated 13 April 2012 and was lodged with ASIC on that date. Neither ASX nor ASIC takes any responsibility for the contents of this Prospectus. The fact that the ASX may admit the Company to its Official List is not to be taken in any way as an indication of the merits of the Company. The Directors of the Company reserve the right to close the Offer earlier than the timetable described in this Prospectus without prior notice, or vary any of the important dates set out in this Prospectus, including extending the Priority Offer and Public Offer Closing Dates. No securities will be issued, allotted or traded on the basis of this Prospectus later than 13 months after the date of issue of this Prospectus. NOTE TO APPLICANTS Before deciding to invest in the New Shares offered for subscription under this Prospectus you should read the entire Prospectus and in particular consider the risk factors that could affect the financial performance of the Company. You should carefully consider these risks in light of your personal circumstances (such as financial and taxation issues) and seek advice from your professional advisers before deciding whether or not to invest. An investment in New Shares should be considered speculative in nature. This Prospectus is important and should be read in its entirety. No person is authorised to give any information or to make any representation in connection with the Offer that is not contained in the Prospectus. Any information that is not contained in the Prospectus may not be relied upon as having been authorised by the Company and its Directors. If you require an explanation of the contents of the Prospectus, you should consult a professional adviser. JURISDICTION This Prospectus and the enclosed Application Forms do not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. In particular, the distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. It is the responsibility of non-Australian resident investors to obtain all necessary approvals for applying for New Shares pursuant to this Prospectus. The return of a completed Application Form will be taken by the Company to constitute a representation and warranty by the Applicant that all approvals necessary in the jurisdiction in which the Applicant resides have been obtained. 6 CELAMIN HOLDINGS NL ACN 139 255 771 7 EXPOSURE PERIOD The Corporations Act prohibits the Company from processing Applications in the seven day period following the date of lodgement of the Prospectus with ASIC. This period may be extended by ASIC up to a further seven days. The period is an exposure period to enable the Prospectus to be examined by market participants prior to the raising of funds.