Ann: ALLOT: CRP: Allotment of Shares

• Release Date: 22/08/12 19:11
• Summary: ALLOT: CRP: Allotment of Shares
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CRP
22/08/2012 17:11
ALLOT

REL: 1711 HRS Chatham Rock Phosphate Limited

ALLOT: CRP: Allotment of Shares

22 August 2012
Allotment of Shares, Subsea Investment and Entry into new Management
Agreement
Allotment of Shares
Chatham Rock Phosphate Limited (NZX: CRP) advises that it has today issued
600,000 ordinary shares
at an issue price $0.25 per share to qualified investors. This has resulted
in CRP raising approximately
$150,000.00 in new capital.
Further investment from Subsea Investments II, LLC
CRP is also pleased to advise that it has received the final tranche of
investment from Subsea
Investments II, LLC (Subsea).
This final tranche of investment comprises:
o an advance to CRP from Subsea of approximately NZD$800,000.00 under the
convertible
loan arrangement approved by shareholders in April.
o an issue to Subsea of 4,000,735 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.
This completes Subsea's investment in CRP under the arrangements approved by
shareholders in April
and takes their overall investment to approximately NZD$7.27 million.
Management Agreement and allotment of Shares to Widespread Portfolios Limited

CRP also advises that it has entered into a new management agreement
(Agreement) with
Widespread Portfolios Limited (WID). The Agreement has an initial term of two
years.
Under the Agreement, WID is engaged by the Company as an independent
contractor and will
procure that Chris Castle personally provide the following fundamental
services (among others) to
CRP:
o Manage the day to day operations.
o Maintain investor relation and take steps to procure new investment.
o Procure legal, accounting and taxation advice as and when required.
o Provide administrative and company secretarial services.
o Prepare monthly accounts cashflow records and forecasts and management
reports.
o Instruct CRP's accountant to prepare annual account and certify and
co-ordinate distribution
to shareholders.
o Organise and manage the statutory annual report and annual general meeting.

o Ensure all NZX requirements are met as and when required.
The fees payable by CRP to Widespread are $300,000.00 per annum (plus GST)
and will be payable as
follows:
o Three quarters (3/4) of the fees will be paid in cash.
o The remaining one quarter (1/4) will be paid by the allotment of shares
equivalent to that
amount, pro-rated per month, at an issue price per share that equals the 20
day VWAP
immediately preceding the relevant date of payment.
Previously WID was paid a daily rate of NZD$1,500.00 per day for its
services. This equated to
approximately NZD$310,000.00 last financial year (ending 31 March 2012).
In accordance with the new fee structure set out above, CRP advises that it
has today made the first
allotment of shares to WID for the provision of management services during
the period 1 April 2012
to 30 June 2012. Accordingly CRP has today issued 75,000 ordinary shares to
WID at an issue price
$0.25 per share.
1264773_1 2
Full particulars of today's share allotments follows below.
Chris Castle
Managing Director
Email: [email protected]
Class of security:
ordinary shares & unlisted options
ISIN: NZWENE0003S0
Number issued: 675,000 ordinary shares
4,000,735 unlisted options
Issue price: $0.25 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: 0.683% of ordinary shares on issue
31.857% of unlisted options on issue
Purpose of the issue: For working capital purposes & in
payment of fees under management
agreement
Authority for the issue: Board resolutions
Date of issue: 22 August 2012
Total number of securities on issue following
allotments:
99,376,522 ordinary shares
End CA:00226304 For:CRP    Type:ALLOT      Time:2012-08-22 17:11:53