Ann: GENERAL: CRP: CRP signs Agreement for $600,000 equity...

• Release Date: 04/03/16 13:09
• Summary: GENERAL: CRP: CRP signs Agreement for $600,000 equity injection
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					CRP
04/03/2016 13:09
GENERAL
PRICE SENSITIVE
REL: 1309 HRS Chatham Rock Phosphate Limited

GENERAL: CRP: CRP signs Agreement for $600,000 equity injection

4 March 2016

Chatham Rock Phosphate Limited signs Agreement for $600,000 equity injection

Chatham Rock Phosphate Limited (NZX: CRP) today confirms that it has entered
into a conditional subscription agreement for $600,000 of new shares (New
Capital) from a private investor (Investor) at $0.006 per share.

The New Capital will be paid to CRP in instalments over a 12 month period.
NZ$350,000 of the New Capital is unconditional and the corresponding ordinary
shares in CRP will be issued to the Investor (on an unpaid basis) next week.
CRP shares in respect of the remaining NZ$250,000 of the New Capital are
conditional on a pre break announcement process being completed.

The subscription agreement also contains provision for the granting of
options for one year at $0.006 (Options).  If the proposed takeover offer by
Antipodes Gold Limited (AXG) of CRP (Takeover Offer) is completed before 30
September 2016, CRP will procure that AXG grant the Options to the Investor.
One (1) Option will be granted for every two (2) CRP shares subscribed for
(up to 50 million in aggregate).  The granting of the Options reflects the
significance of the New Capital and CRP's need for working capital following
the Takeover Offer (see further comment below).

The Investor will be entitled to nominate one director to the Board of CRP.

Takeover Offer

CRP continues to work with AXG towards completing the Takeover Offer.
Following discussions with the Toronto Stock Exchange (TSX), TSX has
confirmed that in order for TSX to approve the issue of AXG shares (as
consideration under the Takeover Offer) the merged entity (being AXG
following the successful Takeover Offer) needs 12 months working capital as
at the date on which the AXG shares are issued.  CRP has calculated that its
working capital deficit is NZ$1.5 million leaving a working capital deficit
of NZ$900,000

  CRP and AXG propose to make up the remaining working capital deficit by
either:

1. issuing further CRP shares to qualified investors; or
2. AXG entering into convertible notes with investors which convert to AXG
shares following successful completion of the Takeover Offer.

Accordingly, in addition to authorising the issue of the remaining NZ$250,000
CRP shares to the Investor, CRP's pre break announcement will seek to
authorise further capital raising at $0.006 per share of up to NZ$900,000.

For and on behalf of the Board,

Chris Castle
Managing Director
End CA:00278825 For:CRP    Type:GENERAL    Time:2016-03-04 13:09:32