Proactive Investor's  Instablog

Celamin Holdings (ASX: CNL) will go ahead with an acquisition and subsequent change in activities after shareholders gave their approval to the plan at a meeting today.

The resolution for the change of activities was passed with more than 28 million votes in favour and none against.

Celamin Holdings can now progress with the acquisition of Celamin Limited, which will see the company shift its focus to pursuing mining projects in North Africa.

Celamin Limited holds two flagship phosphate projects, Chaketma and Bir El Afou, in Tunisia, and is planning to begin a Bankable Feasibility Study on one of these projects by the latter half of 2012.

A Pre-Feasibility Study carried out last year at Bir El Afou indicated that the project was robust, with further work that could enhance returns.

Importantly, there is access to existing well located infrastructure and services, including rail and port infrastructure and water and energy supply.

Details of the acquisition

Celamin Holdings has an existing 10% interest in Celamin Limited, which will increase to 100% upon finalisation of the acquisition.

The transaction will entail the issue of 72.5 million Celamin Holdings shares to Celamin Limited vendors and associates, who already hold 15.8% of Celamin Holdings.

Celamin Holdings has previously issued a compliance prospectus to raise up to $10 million from non-associated investors and shareholders, subject to approval of the change of activities.

Following the transaction, non-associated investors will hold 59.7% of Celamin Holdings shares on a fully diluted basis, assuming the maximum capital raising is undertaken.

Completion of the acquisition of Celamin Limited is scheduled for May 15 2012.

Shares in Celamin Holdings have been suspended from quotation immediately and will remain suspended until the company has complied with chapters 1 and 2 of the ASX Listing Rules.