CRP
02/04/2015 11:52
ASSET
PRICE SENSITIVE
REL: 1152 HRS Chatham Rock Phosphate Limited
ASSET: CRP: CRP proposes overseas listing, and to acquire new assets
2 April 2015
NZX Market Announcement
Proposal by Chatham Rock Phosphate to list on Overseas Stock Exchange,
acquire other Phosphate assets
Chatham Rock Phosphate shareholders will be aware from recent communications
that, since the refusal of the Chatham Rise marine consent application, CRP
has been assessing its overall business strategy.
We can now report that a decision has been made for CRP to evolve from its
single project focus into a more diversified company, principally involving
other phosphate projects, both on and offshore. Other marine mining
opportunities involving other commodities will also be evaluated by our team.
The main drivers for this evolution in our strategy is not only the desire to
reduce investor risk, but also to take advantage of (and therefore retain)
the significant institutional knowledge and expertise that exists within our
management team and our partner organisations. This knowledge spans marine
and environmental science, the development of offshore mining projects, and
extensive knowledge of the phosphate market, both locally and
internationally.
We also consider that Chatham's ability to finance the eventual resubmission
of the marine consent application will be enhanced if both existing
shareholders and potential new investors don't face the same binary
EPA-decision risk as in the past.
The acquisition and development of these new projects within Chatham would be
significantly easier if CRP was listed on a more recognised and liquid
overseas stock exchange. The Toronto stock exchange is the most logical one
as it is a leading exchange for mining stocks and also has a major fertilizer
component. We have considered various options for the most cost effective way
of listing and identified a reverse takeover of a listed stock as most
effective.
Accordingly one of our significant shareholders, Aorere Resources Limited
has, with the support of the Chatham Board, signed a sale and purchase
agreement with Toronto Venture Stock Exchange (TSX.V) listed Antipodes Gold
(AXG) to acquire its core assets. Antipodes Gold is also dual listed on the
NZAX.
Included as a condition in this sale and purchase agreement is that, subject
to the fulfilment of a number of prior conditions, AXG make a share based
takeover offer for Chatham under the Takeovers Code which will, when
completed, result in CRP being owned 100% by AXG. Due to the expected
relative values of the two companies at the time the takeover will take
place, existing CRP shareholders will own approximately 92.5% of the merged
entity.
The requirement to make the takeover offer will only arise however if the
other conditions in the agreement (finance, due diligence, taxation
confirmations, necessary approvals and consents) are satisfied and at least
70% of Chatham shareholders first commit to accept the takeover offer. The
full takeover offer terms are yet to be formed and it is important to note
that no takeover notice has been given and no shareholders have, at the
present time, given any such commitments.
If the takeover is completed the merged entity will then change its name to
Antipodes Phosphate to reflect its primary focus on the phosphate market.
It is then proposed that other projects will be acquired, by issuing equity,
by the now dual (TSX.V and NZAX) listed Antipodes Phosphate and the enlarged
group would subsequently seek to raise further funds in local and overseas
markets. These funds would be utilised to advance the projects held within
the group, including the Chatham Rise project, the other five permit
applications already filed in Namibia, and the newcomers to the portfolio.
The outcome of these proposed transactions is considered by each of the
respective Boards of Directors to be in the best interests of the
shareholders of all three companies involved. Please note these transactions
are at an early stage and, as noted above, are subject to a substantial
number of conditions. These conditions will now be worked through and it is
anticipated that, all going smoothly, the transactions would be completed in
August this year.
We welcome shareholder feedback on this proposed transaction. A copy of the
Aorere Resources market announcement follows this announcement for
shareholder information.
Chris Castle
Chief Executive Officer
[email protected]
End CA:00262674 For:CRP Type:ASSET Time:2015-04-02 11:52:13
