Ann: GENERAL: CRP: Antipodes Gold calls shareholder meeting

• Release Date: 02/11/15 08:30
• Summary: GENERAL: CRP: Antipodes Gold calls shareholder meeting
• Price Sensitive: No
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					CRP
02/11/2015 08:30
GENERAL
NOT PRICE SENSITIVE
REL: 0830 HRS Chatham Rock Phosphate Limited

GENERAL: CRP: Antipodes Gold calls shareholder meeting

Media Release
2 November 2015
Antipodes Gold calls shareholder meeting
In Canada on Friday 30 October Antipodes Gold made the following announcement
in relation to a proposed shareholder meeting to be held in Vancouver on 24
November.
In summary, the purpose of the meeting is to seek Antipodes shareholder
approval of the sale of the Company's remaining assets, for the proposed
reverse takeover of Chatham Rock Phosphate, and for a change of name (of the
merged group) to Chatham Rock Phosphate Limited.
These transactions once completed will ultimately result in Chatham Rock
Phosphate being listed on the Toronto Stock Exchange, they do not signal that
Chatham is going into the gold mining or exploration business. We are merely
using the Antipodes "shell" to achieve this overseas listing. Together with
the shell we inherit an experienced and well-connected Toronto-based
director, several hundred resources-sector shareholders resident in a number
of countries, and a local Canadian corporate support structure. This merger
will strengthen CRP, and usher in a new chapter for the existing Antipodes
shareholders.
Regards,
Chris Castle
CEO  - Chatham Rock Phosphate limited
[email protected]
Mobile: +64 (21) 558 185

     NEWS RELEASE 15-7
30 October 2015

ANTIPODES GOLD MAILS MANAGEMENT INFORMATION CIRCULAR REGARDING:
o Sale of Gold Exploration Permits; and
o Subsequent Reverse Takeover of Chatham Rock Phosphate

WELLINGTON, New Zealand -- Antipodes Gold Limited (TSXV and NZAX: AXG,
("Antipodes Gold" or the "Company") announces that it has mailed its
Information Circular ("the Circular") to shareholders of record as of
September 25, 2015, regarding the proposed sale of all of the company's gold
exploration assets and liabilities to its joint venture partners, Newmont
Waihi Gold Limited and Waihi Gold Company Limited ("the Newmont Entities")
("the Waihi Gold Sale") and the proposed reverse-takeover of Chatham Rock
Phosphate ("the RTO") as previously announced on July 21 and 22, 2015.
The Circular has been filed with the Canadian securities regulators and will
be available on the SEDAR profile of the Company at www.sedar.com, as well as
on the Company's website: (www.antipodesgold.co.nz).  Investors and
shareholders of the Company are urged to read the Circular because the
materials contain important information about the Waihi Gold Sale; the RTO
and other related matters.
ANNUAL and SPECIAL MEETING
An annual and special meeting ("the Meeting") of shareholders to consider
these matters and the usual annual meeting matters, will be held on November
24, 2015 at 10:00 a.m. (Vancouver time) at the offices of Salley Bowes
Harwardt LLP, Suite 1750, 1185 West Georgia Street, Vancouver B.C. Canada.
All shareholders are encouraged to vote.
BOARD RECOMMENDATION
The Board of Directors ("the Board") of Antipodes Gold has unanimously
approved the sale of the gold exploration permits and liabilities as being in
the best interest of shareholders based on its own investigations.  The Board
has also unanimously approved the making of the reverse-takeover offer for
Chatham Rock Phosphate Limited ("CRP").
As such, the Board recommends that shareholders vote in favour of the Waihi
Gold Sale; the Chatham Rock RTO and other related matters.
As previously announced:
o The Waihi Gold Sale is the result of the Newmont Entities having elected to
exercise their pre-emptive rights in respect of the gold exploration permits
held by the Company's wholly owned subsidiary, Glass Earth (New Zealand)
Limited ("GENZL");
The terms of the Waihi Gold Sale include the following (as set out in the
news release dated 21 July 2015):

o The Newmont Entities will assume responsibility for all unpaid cash calls
owed by GENZL;
o GENZL will transfer and the Newmont Entities will assume responsibility for
all GENZL's royalty obligations associated with the permits;
o The Newmont Entities will pay to GENZL NZ$1,000,000 (plus New Zealand Goods
and Services tax of 15%) together with up to NZ$525,000 to settle GENZL's
debt to other creditors.  The exchange rate is currently approximately NZ$1
equals C$0.88.

The Company cautions that should the resolution approving the sale of GENZL's
gold exploration assets not pass, the Company could be rendered insolvent and
its continued existence placed in doubt.

o The Reverse Takeover (RTO) of Chatham Rock Phosphate involves the following
(as set out in the news release dated 22 July 2015):

o The consideration for CRP shareholders will be satisfied in full by an
issue of AXG shares.

o Acceptance by CRP shareholders representing 90% of the CRP shares on issue
(unless waived by Antipodes Gold).

o The offer will value the companies as follows:
? Antipodes Gold is valued at the aggregate of NZ$300,000 and Net Cash held,
as at the day immediately preceding the Takeover Notice for the Takeover
offer being issued.
? CRP is valued at the aggregate of NZ$0.007 per CRP share issued in respect
of all CRP shares on issue as at the date of the Agreement; and
? In respect of any CRP shares otherwise issued from the date of the
Agreement until the date a Takeover Notice is issued by Antipodes Gold for
the Takeover Offer, the aggregate issue price at which CRP issues such
shares.
For clarity, these respective values are to be reflected in the proportions
that the shares of Antipodes Gold will be held by CRP shareholders and
Antipodes Gold shareholders, following completion of the Takeover Offer. The
Circular anticipates that the ratio will be 15.3% existing Antipodes Gold
shareholders and 84.7% CRP shareholders although this may change depending on
the facts at the time.
There are a number of conditions attaching to the RTO which are set out in
the 22 July news release and the Circular.

HOW TO VOTE
Registered shareholders (shareholders who hold AXG shares in their name and
represented by a physical certificate or through the Direct Registration
System) may vote by mail, internet, fax or in person at the Meeting.  In the
interest of time, shareholders are encouraged to vote via the internet or by
fax.  Voting materials will accompany the Circular.
Beneficial shareholders (shareholders who hold AXG shares through a bank,
broker or other intermediary) will have different voting instructions
provided to them and should follow the instructions found on their voting
instruction form ("VIF") to vote online or by fax.
SHAREHOLDER QUESTIONS
Shareholders who have questions or require assistance with voting may contact
the CEO at: [email protected].
Thomas Rabone
President and Chief Executive Officer
+64 22 649 9690
End CA:00272641 For:CRP    Type:GENERAL    Time:2015-11-02 08:30:34