Celamin NL : 13/04/2015 Company update - Chaketma Phosphate SA Tunis

ASX Announcement 13 April 2015 Company Update - Chaketma Phosphate SA Tunis

ACN 139 255 771
ABN 82 139 255 771
Level 4, 100 Albert Road
South Melbourne VIC 3205

Contact:

Phone: [phone]
Fax: [phone] [e-mail]

Investor Relations:

Stephen Nossal

Board of Directors:

Martin Broome, Chairman
Nic Clift, Managing Director
Russell Luxford, Non-Exec Director Sue-Ann Higgins, Alternate Director Tim Markwell, Non-Exec Director

Company Secretary:

Melanie Leydin

Securities on Issue:

CNL: 993,171,986 ordinary shares

CNLCA: 14,887,796 partly paid shares

About Celamin Holdings NL

Celamin Holdings NL (ASX: CNL) is an

ASX listed company focused on the exploration and development of resource projects in North Africa. Celamin and its local partner Tunisian Mining Services continues to advance its core asset, the Chaketma Phosphate Project in Tunisia as a priority.

Celamin Holdings NL (ASX: CNL) (CNL, the Company) has previously reported it is in dispute with its joint venture partner, Tunisian Mining Services ("TMS") regarding control of the joint venture company, Chaketma Phosphate SA Tunis ("CPSA"), and has engaged Tunisian legal advisers to resolve this situation. CNL's interest in CPSA is held through its wholly owned subsidiary, Celamin Limited.
It has come to the Company's attention that TMS have made public statements regarding the matters in dispute, which are, in the Company's view, inaccurate.
CNL provides the following summary of events by way of clarification: 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.
On 21 October 2014, the Director General of CPSA, without Board approval, 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 on the choice of engineering contractor and the terms of their engagement for conducting the feasibility study for the Chaketma Phosphate Project in the first quarter of 2015.
CNL 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 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 CNL on Celamin Limited's behalf. 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. Due to subsequent events this Board meeting was not held.
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The US$2M deposited by CNL for the cash call remains in a Tunisian bank account in CPSA's name.
As at 31 January 2015, in addition to the above US$2M, CPSA also held in its bank accounts a further US$1.4M in loan funds provided by Celamin Limited for the purpose of funding the Chaketma Phosphate Project feasibility study
On 3 March 2015 the Company was advised by the then Chairman of CPSA, Mr David Regan, that he had received notice from TMS to the effect that Celamin Limited's shares in CPSA had been transferred to TMS on 13 February 2015.
Following initial legal investigations, the Company understands that the Director General (without Celamin's knowledge and without any authority from the CPSA Board) has purported to transfer Celamin Limited's shares to TMS on the basis of the alleged default.
The Company disputes the existence of any default on the part of Celamin Limited and is of the view that
Celamin Limited's shares in CPSA have been transferred without any legal basis.
Celamin Limited has engaged legal advisors and has commenced the following actions in the Tunisian
Courts:
- An Application for reversal of the share transfer against the Director General of CPSA, TMS, and
Kais Mansouri of TMS;
- An application for appointment of a trustee under supervision of the court to manage the business of CPSA and preserve the rights of all parties until a final decision is made regarding the share transfer; and
- An application for recovery of AUD$160,000 owed by TMS to Celamin Limited which is unrelated to the share transfer and alleged default.
Additional actions are being considered.
Celamin will update shareholders with developments as the legal actions progress. The Company will remain in ASX suspension until clarity on its legal position is obtained.
ENDS

For further information or enquiries, please contact:

Nic Clift Stephen Nossal Managing Director Corporate Relations Celamin Holdings NL. Celamin Holdings NL T: [phone] T: [phone]
E: [e-mail] E: [e-mail]
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