NZX Announcement: Share Cancellation and New Issue

2 May 2016

CRP entered a services agreement with Boskalis Subsea Contracting B.V. (Boskalis) in 2012 (as amended in 2014) (Agreement).  Boskalis is CRP’s technical partner for its Chatham Rise project, providing invaluable assistance to CRP on the design and engineering aspects of the proposed mining vessel and system.  CRP pre-paid for the services to be provided by Boskalis under this Agreement by issuing 25,355,266 shares to Boskalis at an issue price of $0.22 per share.  To the extent these shares were not paid by services by 31 March, they were to be transferred back for cancellation by CRP. 

Boskalis has fulfilled all of the service requirements under the Agreement but a number of the pre-paid shares remain unpaid.  Boskalis and CRP continue to work together on the Chatham Rise project.  Recent discussions have been held on how this can continue and how CRP can more appropriately compensate Boskalis as we work towards a new marine consent application.  It has been agreed that ongoing services will continue to be paid for in CRP shares but at prevailing (VWAP) market prices.  For services rendered by Boskalis to CRP in the year to 31 March 2016, 2,577,949 CRP shares are being issued to Boskalis at an issue price of $0.0067 per share.  In addition, the existing shares on issue to Boskalis that are unpaid are being cancelled. 

Allotment of Shares for services

CRP further advises that it has issued 8,115,847 ordinary shares in aggregate to five contractors of CRP in accordance with their respective contracts for services at an issue price of $0.0067 per share (Payment Shares).  The Payment Shares are for services provided in the year ending 31 March 2016. 

Full particulars of the share issues and cancellations are set out below. 

Capital Raising Update

CRP is also pleased to advise that it now has cash commitments of approximately $375,000 in aggregate to subscribe for new shares at $0.006 per share.  These commitments are conditional on completion of the pre break announcement procedure this Thursday and released to the market on 19 April 2016.  An allotment is, subject to the pre break announcement, expected to occur this Friday. 

 

Chris Castle

Chief Executive

chris@widespread.com

Media Release: Chatham Rock Phosphate attends PDAC

Chatham Rock Phosphate is once again an exhibitor at the Prospectors and Developers Association of Canada convention, the world’s largest minerals investment and trade show being held in Toronto Canada next week. 

“It is THE place where the mining industry talks turkey and does business, this year we have secured a speaking slot and will be presenting the Chatham project to both Canadian and international investors“ CRP Managing Director Chris Castle said today.

 He has attended the mining show for more than twelve years and this year secured a prime booth position among the 1,000-plus in the investor exhibition area. 

Government agency New Zealand Petroleum and Minerals, together with GNS Science, are also operating a booth to promote New Zealand minerals projects and investment. 

Mr Castle is hosting the CRP booth with Cam McKenzie, of Kenex Information Systems, who provide a range of geological and database management services to Chatham.  The booth is providing a focus for people wanting to learn more about CRP’s innovative deep sea mining project.  The convention is mid-way through its four day programme and there has been a steady flow of visitors to the Chatham booth.

 “Investor interest here is certainly more focused now that potential international investors are aware that Chatham is listing on the Canadian market TSX.V by means of the announced merger with Antipodes Gold. This is gratifying because it is precisely why we are proceeding with the merger” 

CRP’s technical partner Royal Boskalis is also displaying information on its capability.

PDAC has been running since 1932 and the annual convention now has more than 1000 exhibitors and 500 speakers.  The 30,000 people who come from more than 120 different countries attend hundreds of presentations, courses, workshops and technical sessions during the four-day event.

CRP holds a strategic, multi-million tonne organic rock phosphate deposit uniquely positioned to access Asian and Australasian fertiliser markets.  It was granted a 20-year mining licence in 2013

Contact Chris Castle on +64 21 55 81 85 or chris@crpl.co.nz

To download this release in PDF format - Click Here

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

 

Market Announcement:Ombudsman agrees to investigate EPA handling of Chatham’s application for a marine consent

Chatham Rock Phosphate Limited

Market announcement

16 February 2016 

Ombudsman agrees to investigate EPA handling of Chatham’s application for a marine consent

Chatham Rock Phosphate advised on 3 December 2015 that it intended to oppose an application for summary judgment for costs relating to the marine consent hearing process, made by the Environmental Protection Authority. The EPA is seeking payment of just under $800,000 of invoiced but unpaid costs. 

CRP subsequently made a request to the Office of the Ombudsman to conduct a formal investigation into the EPA's charges. 

The requested scope of the investigation was first to examine the EPA's costs recovery practices for its marine consent process - including the withholding of information from CRP which was relevant to whether some of the charges were authorised by law. 

In January we were asked by the Ombudsman to provide further information and to clarify certain matters. 

We are now able to report that we have been advised by the Office of the Ombudsman that they will be conducting an investigation into the matters we have raised. CRP welcomes this investigation. 

Chris Castle 

CEO – Chatham Rock Phosphate Ltd 

+64 (21) 558 185 

chris@crpl

Media Coverage: Govt watchdog to investigate EPA charges

The following article appeared in the news outlet insideresources.co.nz to read in it's original form click here.

Article text: 

The Environmental Protection Authority (EPA)’s cost recovery practices will be investigated by an independent government watchdog following complaints from a seabed mining company.

The Office of the Ombudsman will formally investigate Chatham Rock Phosphate’s complaint that it was unlawfully charged $800,000 by the EPA during hearings for its marine consent application.

Chatham Rock is refusing to pay the fees on the grounds they do not meet the 'reasonable' standard required under the Exclusive Economic Zone and Continental Shelf Act. It also believes it has grounds for a judicial review.

In early December the EPA launched legal action to recover the money in the form of a summary judgment of costs. At the time Chatham Rock advised it will challenge the action and subsequently requested the Ombudsman formally investigate the charges.

The requested scope of the Ombudsman’s investigation is to examine the EPA's cost recovery practices for its marine consent process. This includes the withholding of information from Chatham Rock which the company says was relevant to whether some of the charges were legal.

 

After providing further information and clarifying other matters the Ombudsman is satisfied there are grounds for an investigation. Chatham Rock has welcomed the decision.

Dispute

The announcement of an investigation comes as affidavits are being filed for the summary judgment, with the first hearing set to begin in the first week of March.

On 3 February EPA chief executive Allan Freeth told a Parliamentary select committee the authority is confident in the court action it is taking and the legitimacy of its costs regime.

Chatham Rock has already paid $1.86 million in costs invoiced to it by the EPA for processing its failed marine consent application.

However it says the remaining $800,000 includes things that should come from the EPA’s own overheads. This includes travel costs for EPA staff and decision making committee members to attend hearings. Hiring audio visual equipment, and paying for callout and repairs when it broke down, are also among the disputed charges. Chatham Rock says for others the EPA simply failed to provide justifying information, even when requested. These range from incorrect expense claims, hotel charges for contractors that included alcohol, and the EPA continuing to pass on costs to Chatham Rock after exceeding its own budget forecasts.

Similar frustrations have been expressed by Trans-Tasman Resources, which had its application to mine for ironsands in the South Taranaki Bight rejected, though the company declined to take legal action.

Media Coverage: Ombudsman to investigate EPA's charging in Chatham Rock application

Sharechat.co.nz released the following article. To read in it's original form click here

Article Text: 

Chatham Rock Phosphate has succeeded in persuading the Office of the Ombudsman to investigate the Environmental Protection Authority's charging regime for marine consent applications as it battles over its rejected plans to mine phosphate from the ocean floor.

The EPA is seeking summary judgment against CRP for payment of some $800,000 of invoiced costs that CRP is contesting, from total billings of about $2.7 million.

CRP's managing director, Chris Castle, said the Ombudsman had confirmed it "will be conducting an investigation into the matters we have raised."

"The requested scope of the investigation was first to examine the EPA's costs recovery practices for its marine consent process - including the withholding of information from CRP which was relevant to whether some of the charges were authorised by law," he said.  

CRP's was the second application for seabed mining to be rejected under the new regime regulating economic activity in New Zealand's vast offshore Exclusive Economic Zone. Its application was to take phosphate nodules from the Chatham Rise, some hundreds of kilometres to the east of Christchurch. A decision-making committee appointed by the EPA concluded there was too much uncertainty about the environmental impacts of the proposal.

CRP says it intends to reapply.

The EPA also turned down an application from Trans Tasman Resources to mine ironsands off the coast of Whanganui in 2014. TTR is also planning to reapply.

Minerals sector lobbying seeking significant changes to the EEZ regime after the rejections were largely unsuccessful, although legislation is before a select committee that would see ministers rather than the EPA appoint members of decision-making committees in future. Ministers already appoint commissioners for boards of inquiry convened under fast-track provisions of the Resource Management Act, which is used for resource consents for onshore and inshore coastal economic development.

CRP shares plunged from around 14 cents at the time of the EPA's rejection of the application a year ago, and most recently traded at 7 cents. CRP is merging with another Castle-related vehicle, Antipodes Gold, to gain dual-listing on the NZAX and Toronto Stock Exchange.

According to a January shareholder update, the company is also seeking a refund of fees it says it was overcharged by the mining licence permit issuer, New Zealand Petroleum & Minerals.

BusinessDesk.co.nz

Media Coverage: Chatham Rock determined to reapply for seabed mining licence as fee stoush looms

This article was published on various media outlets earlier this evening. As well as providing a helpful CRP progress report it corrects an erroneous report circulated in the media earlier today.

Regards,

Chris Castle

Chief Executive Officer
Chatham Rock Phosphate Limited

 

PATTRICK SMELLIE TUESDAY FEBRUARY 2, 2016

Chatham Rock Phosphate says it intends reapplying for a licence to mine the seabed off the Chatham Rise for phosphate nodules, even as it prepares for court action with the Environmental Protection Authority over disputed fees from its unsuccessful first application.

The EPA is within a fortnight of filing affidavits relating to $795,000 of marine resource consent application fees that it claims are owed after it turned down CRP's first application last year, with court hearings scheduled for the first week of March, the environmental regulator's chief executive, Allan Freeth, told Parliament's environment and local government select committee.

CRP managing director Chris Castle says the fees dispute hasn't quelled his enthusiasm for the venture. He told BusinessDesk the company is watching seabed mining applications in both New Zealand and Mexico and is determined to reapply for a seabed mining licence for a remote section of the Chatham Rise in New Zealand's Exclusive Economic Zone, the vast offshore area that has been subject to an environmental consenting regime only since 2012.

The authority has applied for summary judgement on the outstanding fees, which CRP has challenged as "unreasonable and unlawful, and for which it anticipates mounting judicial review proceedings. EPA invoices for the hearings totaled $2.66 million, of which $1.86 million has been paid.

The EPA also turned down an application from Trans Tasman Resources to mine ironsands off the coast of Whanganui in 2014. The two applications are the only ones to have sought permission to mine the seabed in the EEZ.

Mr Castle said that proposed changes to the EEZ legislation, under resource management law reforms currently before a select committee, held out the prospect of an improved process in the future, and the company was watching with interest as TTR readies a reapplication under the existing regime.

Mr Freeth told the select committee the authority was "very confident" that it would gain a favourable ruling against CRP, which is in the process of achieving a long-held desire to list on the Toronto Stock Exchange by merging with TSX-listed Antipodes Gold, which will change its name to Chatham Rock Phosphate.

CRP is also watching closely an application for seabed mining of phosphate off the coast of Mexico, which is close to a decision and is being pursued by investors who also hold interests in CRP. The New Zealand company continues to meet fortnightly with its technical partner and 6%  shareholder, Dutch undersea experts Boskalis, to refine plans for mining off the Chatham Rise, Mr Castle said.

"On another front, we are working in the phosphate market," said Mr Castle. "We are involved in two projects to buy and sell rock phosphate."

CRP argues phosphate from the Chatham Rise would remove the need to import phosphate from the disputed North African territory of Western Sahara and that the New Zealand-sourced product would be lower in cadmium than imported phosphate. The mineral is widely used in New Zealand as an agricultural fertiliser.

(BusinessDesk)