Celamin Holdings NL (ASX:CNL) Execution of Final Agreement for Acquisition of Celamin Ltd

Sydney, Nov 23, 2011 AEST (ABN Newswire) - Celamin Holdings NL (ASX:CNL) are pleased to announce the signing of the final agreement clearing the way for the completion of the acquisition of Celamin Limited (which holds the North African phosphate & base metals assets) by the company (the acquisition).

The acquisition means that Celamin Limited will become a 100% subsidiary of CNL.

As a result of the structure of the Acquisition Agreement and the operation of the ASX Listing Rules, CNL will need to seek a number of approvals from shareholders, which will be done in accordance with the following:

- A Notice of Meeting will be prepared and dispatched to shareholders as soon as practicable seeking the approval of shareholders for the issue of 72.5 million shares to shareholders of Celamin Limited and the proposed capital raising of up to $10,000,000 (pricing to be confirmed). The CNL Board will commission an Independent Expert Report to assess whether the terms of the acquisition agreement are fair and reasonable. The Independent Experts Reports will be included in the Notice of Meeting.

- If shareholders approve the acquisition of Celamin Limited, trading in the Company's Securities will be suspended until the Requirements of Chapter 1 and 2 of the ASX Listing Rules have been satisfied. The Company will also comply with escrow provisions of vendor shares as determined by the ASX. An indicative timetable is set out below:

Indicative Timetable

Dispatch of Notice of Meeting: 11 January 2012
Shareholder Meeting: 10 February 2012
Issue of Prospectus: 24 February 2012
Shares suspended from Trading: 10 February 2012
Close Prospectus: 12 March 2012
Issue Shares under Prospectus: 14 March 2012
Dispatch Date: 14 March 2012
Completion Acquisition: 14 March 2012
ASX Trading Resumes: 19 March 2012

Further information in relation to the project acquisition will be provided to shareholders in the notice of meeting and explanatory statement to be sent to shareholders in the coming weeks.

In the interim, Celamin Limited will continue with the assessment of the two flagship phosphate projects Chaketma and Bir El Afou. By the second calendar half of next year, Celamin Limited plans to begin a bankable feasibility study (BFS) on the project that indicates the greatest overall potential.

To assist with this process, the following board members of CNL, Executive Chairman Kevin Nichol, Peter Avery and Michael Trifunovic decided to vacate their positions on Friday 18 November 2011 to enable the appointment of new directors. They believe that in progressing the acquisition to this point they have fulfilled their obligations to shareholders to the fullest extent and it is time for the company to move forward. They will continue to support the new team and intend to vote in favour of the changes and acquisition in the upcoming general meeting. CNL would like to thank them for their contribution to the company and for their courage and foresight in acquiring exciting projects based in North Africa.

In response to the resignations of Executive Chairman Kevin Nichol, Peter Avery and Michael Trifunovic as Directors, Melanie Leydin and Justin Mouchacca, who know the company, have provided their consent and were appointed to the Board late on Friday 18th of November effective immediately. They will join David Regan, Executive Director who will continue as a member of the Board. These new members will assist with the financing and reorganisation of the company's activities pre and post acquisition.

Contact

Mr David Regan Executive Director Celamin Holdings NL Phone: +61-3-9692-7222 Email: generaladmin@victoriangoldmines.com.au