Ann: PLACE: CRP: Chatham Rock Phosphate Secures F

• Release Date: 14/03/12 11:07
• Summary: PLACE: CRP: Chatham Rock Phosphate Secures Financing
• Price Sensitive: No
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CRP
14/03/2012 09:07
PLACE

REL: 0907 HRS Chatham Rock Phosphate Limited

PLACE: CRP: Chatham Rock Phosphate Secures Financing

Chatham Rock Phosphate (CRP) is pleased to advise that it has today entered
an Investment Agreement (the Agreement) with Subsea Investments II, LLC
(Subsea).

Pursuant to the Agreement CRP has today issued to Subsea:

o 11,442,641 shares at an issue price of $0.20 per share to raise NZD$2.28
million.
o 11,442,641 unlisted options which have a three year term and may be
exercised into ordinary shares on a 1:1 basis for an exercise price of $0.30
per share (Options).

The Agreement further provides that, subject to CRP shareholder approval in
accordance with the listing rules, CRP will (at Subsea's discretion):

o Issue up to a further 1,853,429 shares to Subsea at an issue price of $0.20
per share to raise a further NZD$370,000.
o Issue up to a further 18,319,264 Options to Subsea (matching on a 1:1 basis
the shares issued above and the shares that may be issued on conversion of
the Loan below).
o Enter a convertible loan agreement with Subsea where Subsea will advance up
to $3.3 million to CRP (Loan). Subject to compliance with the Takeovers Code,
the Loan can be converted by either CRP or Subsea into shares in CRP at a
conversion price of $0.20 per share. The Agreement also provides that Subsea
may, but is not obliged to, advance a further NZD$1.2 million to CRP on the
same terms and conditions except that:
o The conversion price for that subsequent advance will be agreed at the time
that the advance is made but will not be less than $0.20 per share; and
o No Options will be issued in connection with that subsequent advance.

The Board of CRP intends to hold a special meeting in approximately three
weeks time for shareholders to consider approving these further transactions.
If approved:

o Subsea will hold a 19.99% shareholding in CRP.
o CRP will have up to approximately NZD$7 million in new capital through the
above share issues and the Loan.
o Subsea will hold up to 30 million options which, if all exercised, would
generate an additional NZD$9 million in new capital for CRP.

Full details of these transactions will be set out in the notice of special
meeting which will be released to the market and posted to shareholders at
the end of next week.

The Board of CRP is delighted to welcome Subsea as a cornerstone investor in
the company. This year's work programme for CRP is likely to cost NZD$8-$10
million and we expect that this investment will ultimately constitute over
half of that funding requirement. We also now have a number of avenues to
pursue to fund the balance of our work programme. Subsea's investment is
therefore a significant and exciting step in securing the future of our rock
phosphate project.

Full particulars of today's allotments follow below and include an allotment
of 50,000 shares to a qualified investor at $0.20 per share.

Chris Castle
Managing Director
Email: [email protected]

Class of security: Ordinary Shares and Unlisted Options
ISIN: NZWENE0003S0
Number issued: 11,492,641 ordinary shares
11,442,641 unlisted options
Issue price: $0.20 per ordinary share
Nil grant price for unlisted options and an exercise price of $0.30 per
option to receive one share.
Payment in cash: Yes
Fully paid: Yes
Percentage of class: 17.78%
Purpose of the issue:  Funds raised will be applied towards financing the
company's work programme on its mineral prospecting license.
Authority for the issue: Board resolutions
Date of issue: 2 March 2012
Total number of securities on issue following allotments: 64,610,179 ordinary
shares
End CA:00220675 For:CRP    Type:PLACE      Time:2012-03-14 09:07:45