Ann: PLACE: CRP: Royal Boskalis takes 20% shareho

• Release Date: 27/07/12 10:30
• Summary: PLACE: CRP: Royal Boskalis takes 20% shareholding in Chatham Rock
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CRP
27/07/2012 08:30
PLACE

REL: 0830 HRS Chatham Rock Phosphate Limited

PLACE: CRP: Royal Boskalis takes 20% shareholding in Chatham Rock

27 July 2012

Royal Boskalis takes 20% shareholding in Chatham Rock Phosphate

Royal Boskalis Westminster N.V. (Boskalis) will take a 20 percent
shareholding in Chatham Rock Phosphate and assume a seat on the board, in a
world-first for the undersea mining industry.

It is the first time a major dredging company has taken a substantial equity
position in an undersea mining project.

Boskalis has today been issued shares at an issue price of $0.22 to give it a
15% shareholding in CRP. Subject to shareholder approval, which is intended
to be sought in early September, Boskalis will be issued additional shares to
move to a 19.99% shareholding. The Board of CRP expects to appoint a nominee
of Boskalis as a director of CRP in a few weeks' time.

CRP holds a prospecting permit to develop an undersea rock phosphate
resource, 400m below the surface, on the Chatham Rise east of New Zealand.

Peter Berdowski, CEO Boskalis, said CRP offers a unique opportunity for
Boskalis to get involved in the fledgling deep-sea mining industry.

"This is a very interesting growth opportunity allowing us to draw on our
wealth of expertise and to contribute this to the successful development of
this unique project, together with our partner Chatham."

CRP Managing Director Chris Castle said he was honoured Boskalis, the
industry's global leader, had chosen to support this innovative New Zealand
project.

"Boskalis is a great partner and works very collegially with CRP, despite the
difference in size and scope of the companies. It has amassed centuries of
knowledge of the marine industry and can call on the best resources
globally."

The agreement allows for Boskalis to subscribe for up to 20 percent of CRP's
issued capital, and to appoint a nominee to the CRP board. The key terms of
the agreement are summarised below.

It follows meetings at the Boskalis headquarters in Papendrecht, the
Netherlands, in late June to review the past year of activities since
Boskalis was appointed as the project's technical partner to design a process
to extract phosphate nodules from the seabed.

The next stage of the project for the remainder of 2012 will involve Boskalis
refining its system for recovering and separating the phosphate nodules,
applying adapted and proven technologies.  The key considerations include
capital and operating costs and minimising possible environmental effects.

CRP holds an offshore prospecting permit covering an area of 4726 km2 on the
central Chatham Rise. The permit area, in New Zealand territorial waters, is
located 450 km east of Christchurch and includes significant shallow seabed
deposits of rock phosphate. The initial term of the permit is two years with
rights to either extend the prospecting permit or apply for a mining licence.

Establishment of a rock phosphate industry in New Zealand territorial waters
has a significant number of economic, environmental and market benefits.

Royal Boskalis Westminster N.V. is a leading global services provider
operating in the dredging, maritime infrastructure and maritime services
sectors. Boskalis provides creative and innovative solutions to
infrastructural challenges in the maritime, coastal and delta regions of the
world including the construction and maintenance of ports and waterways, land
reclamation, coastal defense and riverbank protection. It offers a wide
variety of marine services through SMIT and has other strategic partnerships
in the Middle East (Archirodon) and in offshore services (Lamnalco).
The company holds important home market positions in and outside of Europe.
Boskalis has a versatile fleet of over 1,100 units and operates in over 75
countries across six continents. Including its share in partnerships,
Boskalis has approximately 14,000 employees.
Key terms of Arrangement

CRP and Boskalis have today entered two agreements - a contract for services
and an investment agreement.

The contract for services provides for Boskalis to undertake a range of
services to CRP in three phases:

o The first phase of services has already been provided and consisted of
initial design work on a rock phosphate extraction and recovery system and
providing support to CRP on the survey cruises undertaken earlier this year
with Odyssey Marin Exploration. The cost of these services to CRP is
EUR500,000.
o The next phase of work will occur over the next six months and will include
the provision of geotechnical reports, the conceptual design of recovery and
separation systems, environmental impact assessments and transportation
options for rock phosphate recovery. The cost of these services to CRP will
be approximately EUR630,000.
o The final phase will occur in the first half of next year and will consist
of the final detailed design of the rock phosphate recovery and separation
system. The cost of this phase is estimated to be EUR4 million with the
parties splitting those costs equally.

The contract for services then provides that payment for the above work will
be met under the terms of an investment agreement between the parties. The
investment agreement provides that:

o 14,759,628 fully paid ordinary shares in CRP (representing a 15%
shareholding) are issued to Boskalis at an issue price of $0.22 per share.
o The costs incurred for the phase one work detailed above are applied
against the issue price due for the shares.
o Subject to shareholder approval, further shares are to be issued to
Boskalis so that it has a 19.99% shareholding in CRP.
o Boskalis may provide the balance of the issue price for the shares to CRP
either in cash or in satisfaction of the costs payable by CRP for the
services provided under the second and third phases of the contract for
services.
o If the issue price is not paid in full within 12 months, then all shares
that have not been paid for will be transferred back to CRP for cancellation.

Subsea Partial Conversion

In addition to the share issue to Boskalis, CRP has also today issued
3,962,376 ordinary shares to Subsea Investments II, LLC (Subsea) at an issue
price of $0.20 per share.

This allotment arises from a partial conversion of the convertible loan
advanced by Subsea as approved by shareholders in April this year. This
partial conversion reduces the amount owed by CRP under the loan by
approximately $800,000 to approximately $2.55 million. Subsea's percentage
shareholding in CRP is maintained at 19.99% as a result of this allotment.

As previously advised to shareholders, it is intended to seek shareholder
approval under the Takeovers Code to permit full conversion of the loan and
for Subsea to increase its shareholding percentage above 20%. This approval
is intended to be sought at the same time as the approval for the further
issue of shares to Boskalis.

Chris Castle - Managing Director CRP - +64 21 55 81 85 or
[email protected]

Martijn Schuttevaer - Director Investor Relations & Corporate Communications
Boskalis   [email protected]

Class of security:
Ordinary shares
ISIN:  NZWENE0003S0
Number issued: 18,722,004 ordinary shares
Issue price:  $0.20 per ordinary share for 3,962,376 shares
$0.22 per ordinary share for 14,759,628 shares
Payment in cash:  Yes for 3,962,376 shares
Fully paid:  Yes
Percentage of class:  23.50%
Purpose of the issue:  Partial conversion of the convertible loan advanced by
Subsea and equity investment by Boskalis
Authority for the issue:  Board resolutions
Date of issue: 27 July 2012
Total number of securities on issue following allotments:  98,397,522
ordinary shares
End CA:00225356 For:CRP    Type:PLACE      Time:2012-07-27 08:30:05