CRPL lists on Frankfurt bourse

Download PDF Press Release

CHATHAM ROCK PHOSPHATE LIMITED LISTS ON FRANKFURT BOURSE

 WELLINGTON New Zealand – Chatham Rock Phosphate Limited (TSXV: “NZP” and NZAX: “CRP” or the “Company") wishes to announce that it has listed on the Frankfurt Stock Exchange, to make it easier for its burgeoning international investor base to trade their shares.

The latest move follows the completion of Chatham’s listing on the TSX Venture Exchange in March after a friendly reverse takeover of Antipodes Gold.  Chatham has been listed on the New Zealand Alternative Exchange (NZAX) since 2006, when it was originally named Widespread Energy.

Investors domiciled in Singapore, Switzerland, United Kingdom, Germany, the Netherlands and North America have supported recent capital raisings by Chatham.

About 60 per cent of shares are held by New Zealanders. 

“We continue to enjoy strong investor interest in Europe, North America and Asia, so we are facilitating the trading in our shares,” Managing Director Chris Castle said today.

Chatham’s ticker code in Frankfurt is 3GRE.

The link to the company’s page on the Frankfurt exchange is: http://en.boerse-frankfurt.de/stock/Chatham_Rock_Phosphate_1-share. This link is also located on the home page of our website next to the links for the TSX.V and NZAX market price.  

For further information please contact

Chris Castle
64 21 55 81 85
chris@crpl.co.nz
www.rockphosphate.co.nz

Neither the Exchange, its Regulation Service Provider (as that term is defined under the policies of the Exchange), or New Zealand Exchange Limited has in any way passed upon the merits of the Transaction and associated transactions, and has neither approved nor disapproved of the contents of this press release.

Completion of Merger

16 March 2017

AUCKLAND New Zealand – Chatham Rock Phosphate Limited (formerly “Antipodes Gold Limited”) (TSXV: “NZP” and NZAX: “CRP” or the “Company") is pleased to announce, further to its news release of February 24, 2017, that it has completed the acquisition of the remaining 7% of the issued shares of Chatham Rock Phosphate (NZ) Limited (“CRPNZ”).

These acquisitions were completed by way of a combination of processing additional acceptances of the takeover offer received by the Company and by way of compulsory acquisition procedures under the provisions of the (New Zealand) Takeovers Code.  As a result, the Company now owns 100% of the issued and outstanding shares of CRPNZ and its NZAX trading symbol has been changed from AXG to CRP.

In total, the Company issued 12,272,776 common shares to the former shareholders of CRPNZ in consideration for the acquisition of a 100% interest CRPNZ. Following completion of the 10:1 share consolidation, the takeover of CRPNZ and the debt settlements described in the Company’s news release of February 24, 2017, the Company now has a total of 13,627,813 issued and outstanding common shares and Mandatory Warrants exercisable into an additional 379,214 common shares.

Antipodes Gold was renamed Chatham Rock Phosphate on February 24, 2017 and now owns the “old” Chatham Rock Phosphate 100%.  It is business as usual for the combined company.

The “new” Chatham Rock Phosphate is stock exchange listed in both New Zealand and Canada, with its primary listing being on the TSXV in Canada where its trading symbol is NZP.  Since the reconstructed company started trading in Canada sales have been at 68 and 70 cents.  In NZ currency terms the most recent sale price of 70 in Canada is equivalent to 75 cents.

In New Zealand, the last sale price on the NZAX, pre-merger, was $0.09 implying a post-merger share price of 65.59 times that, or 59 cents.  Subsequently there have been small sales here in NZ at 50, 48 and 43 cents.  To summarise, our shares are trading at 43 cents in one market and 75 in the other.

This anomalous situation is not desirable but also not unusual in dual listed stocks as investors in one market are not necessarily aware of the market price in the other.  

In order to better inform our shareholders, the home page of Chatham’s website (www.rockphosphate.co.nz) now has links to our market prices on both markets.  Just click the links on the right hand side of the home page.

Please call me or e-mail me if this is not clear and I will be pleased to help.

Regards,
Chris Castle
Chief Executive Officer
Chatham Rock Phosphate Limited
Email:
chris@crpl.co.nz
Cell: +64 21 558 185
Skype: phosphateking

www.rockphosphate.co.nz

Neither the Exchange, its Regulation Service Provider (as that term is defined under the policies of the Exchange), or New Zealand Exchange Limited has in any way passed upon the merits of the Transaction and associated transactions, and has neither approved nor disapproved of the contents of this press release.

CRP Update March 2017

Update

March 2017

A new era for Chatham Rock Phosphate

I write this as I meet with existing and prospective shareholders on a visit to investors in Europe. 

Then I’m off to the PDAC (Prospectors and Developers Association of Canada) convention, held in Toronto starting Sunday 5 March. (Our booth number if you are passing is #2752.)   Our attendance each March is a great opportunity to talk to investors and others with an interest in our project.  The timing is perfect given we have just completed the friendly takeover of Antipodes Gold to enable our listing on the Toronto venture exchange.

 

Welcome to Antipodes Shareholders

This letter is partly to provide Antipodes shareholders with some background regarding the company they have now inherited.  I am very pleased to welcome about 1000 Antipodes shareholders to add to a similar number of CRP shareholders, many of whom have shared our vision for more than a decade.

We are a company with significant forward momentum to become a key player in the world market for low-cadmium reactive rock phosphate, basing this initially on our unique phosphate deposit on the Chatham Rise. But more about that later.

To all Antipodes shareholders: This update is one of a series we regularly send out to our shareholders, usually by email in the interests of efficiency and saving costs. This is being posted to you with a request for you to provide your email address so I can communicate directly with you in that manner.

Please send an email to me at chris@crpl.co.nz with subscribe in the title and I will add you to our email list. Our newsletters come from me, as I believe in communicating directly with our shareholders, and I encourage and welcome feedback. You will not start receiving automated responses from our website.    With this note I also attach a fact sheet.

This fact sheet and our latest investor presentation can be found on our website, www.rockphosphate.co.nz which I encourage you to visit.  It will provide you with a great overview of who we are.  The direct links to these documents are

http://www.rockphosphate.co.nz/s/CRP-Fact-Sheet-23-Feb-2017.pdf 
http://www.rockphosphate.co.nz/s/CRP-Feb-26-2017-Presentation.pdf

 

CRP vision based on numbers and beliefs

CRP is a highly unusual mining company in that our mining project has a very strong list of environmental benefits to add to an impressive array of ethical, financial and economic pluses.  The following market analysis adds to our many other compelling reasons to invest.

Contract sale prices of 30% P205 (phosphate) ex Morocco are presently $US120, significantly higher than the $US99 figure usually quoted by the World Bank. Once freight to Asia of $US30 is added, the landed cost is $US150. 

If sold to make superphosphate in New Zealand, the value of CRP rock is presently around $US110.  However if sold as reactive phosphate rock (RPR) – an organic product – the retail value in New Zealand is $US255. If sold internationally as RPR the estimated price is about $US150 ($US40 over the value of the rock based on phosphate content. This is because RPR is as effective on pasture land as TSP (triple superphosphate) which costs up to $US160 more that SSP (single superphosphate).

Based on these market behaviours and the range of the other information we continue to gather, we are convinced the demand for RPR will continue to grow in parallel with the demand for organic products.

But wait there’s more!   Chatham rock phosphate is ultra-low in heavy metal cadmium (< 10 mg/Kg P2O5).  This will be of huge additional value once the European Union sets a 60mg/Kg P2O5 cadmium limit in 2019.  We understand this will eliminate all rock sourced from Egypt, Israel, Boucraa (Morocco), Youssoufia, Senegal, Togo, Tunisia, Nauru & Christmas Island.  

Analysts consider this will result in initial price premiums of $US30 - $50 for low-cadmium sources of rock phosphate.  When the European Union cadmium limit is further lowered to 20 mg/Kg P2O5 in 2030, it will eliminate other sources and increase the premium further. The following shows the compelling financial reasons why our product is so good.

In a nutshell

Based on this logic, we believe selling high quality RPR with ultra-low cadmium will become a very profitable business and a major contributor to the New Zealand economy as well as being ethically and environmentally on the side of the angels.

The following graphic is a summary of our key benefits.  You will see low cadmium is mentioned as just one benefit.  The premium being paid for RPR (which we think can only increase) is one of the contributors to our very strong forecast profitability

You can be our advocates whenever our project is raised in conversation.  To remind you why we continue to believe the Chatham Rise project remains hugely important, here are the key reasons: 

 

To recap on progress so far in 2017:

Operations: The CRP team has undertaken a major stock take of where the Chatham Rise project is currently sitting and to plan next steps. An independent environmental specialist provided a gap analysis of the project in order to optimise our resubmission strategy.  A  resulting two-day planning session identified a large number of actions. While the stock take showed we’re in pretty good shape, there’s still a huge amount to do for a second application. Once we’ve firmed up a couple of key issues, we’ll provide an update on timeframes and the scope of the work required.

Watching TTR: We’ve been attending key parts of the Trans Tasman Resources hearing in Wellington to help inform our strategy.  TTR is reapplying for a marine consent to mine iron sands off the Taranaki coast. Its hearing started on 16 February and is currently scheduled to finish on 20 March, with a decision due after a further 20 working days.  The Environmental Protection Authority, which is running the application process, is regularly updating its website regarding the application.  Check out: http://www.epa.govt.nz/EEZ/whats-going-on/current-applications/ttr-2016/Pages/default.aspx

Dutch Government research grant: CRP and its Dutch technical partners Boskalis and Deltares have received Dutch government research funding to improve the environmental management of marine mining.  The increased global interest in marine mining has highlighted the need to develop tools ways to predict, adaptively manage and reduce the environmental effects of marine mining. The research will investigate the behaviour of re-deposited material using state of the art laboratory analyses and computer modelling to assess the plume dispersion and the continuous process of settling, deposition and bed formation of sand and silt. The results will reduce uncertainties regarding predicting re-suspension and dispersion of the material being returned to the seabed.  The Dutch Ministry for Economic Affairs stimulates public-private partnerships between research organisations and companies by awarding funds to reviewed high quality research proposals.  The results are being developed using the vast amount of data already available for the Chatham Rise marine mining project, but will have direct relevance to all projects in the offshore mining and dredging industry.

 

Looking ahead

Over the coming months I look forward to meeting some of our new shareholders.  Our annual meeting is an opportunity to get together and we normally hold that meeting in Wellington in late July.  We will provide you with some pre-warning so you might be able to combine a trip there with meeting other shareholders.

In the meantime, if you have any questions, please email or call me.

Regards

Chris Castle, Managing Director
chris@crpl.co.nz or +64 21 55 81 85
skype: phosphateking

Takeover Update and De-listing of CRP

24 February 2017
Takeover Update and De-listing of CRP

On 23 December 2016, Antipodes Gold Limited (AXG) launched a takeover offer (Offer) for all of the equity securities in Chatham Rock Phosphate Limited (CRP). The Offer is now unconditional and AXG holds acceptances under the Offer in respect of more than 90% of CRP’s voting securities.  

In accordance with the Takeovers Code, AXG will compulsorily acquire the CRP equity securities that have not, to date, been accepted into the Offer.  To this effect, AXG issued an acquisition notice under the Takeovers Code on 21 February 2017.

This acquisition notice has been sent to all CRP shareholders that have not accepted the Offer. This notice together with the Offer document and target company statement prepared under the Takeovers Code can be viewed under CRP’s market announcements at https://www.nzx.com/markets/NZAX/securities/CRP

On 15 March 2017, the compulsory acquisition process will be completed.  On this date, CRP will become a wholly-owned subsidiary of AXG and accordingly CRP intends to de-list from the NZX Alternative Market after the close of market on this date.

In anticipation of this delisting, trading in CRP shares will be suspended on the NZX Alternative Market after the close of market trading on Tuesday, 28 February 2017. CRP shareholders that have not accepted the Offer are able to trade their shares prior to the suspension of trading. Please note however that under Part 7 of the Takeovers Code, AXG now has the right to compulsorily acquire all outstanding CRP shares that it does not already own or control.

The full timetable for the de-listing follows.

For and on behalf of the Board,
Chris Castle
Managing Director

Date and Time Event
21 February 2017 Compulsory acquisition notice sent by AXG to all outstanding shareholders to compulsorily acquire their CRP shares pursuant to the Takeovers Code.
After close of market trading on 28 February 2017 CRP shares become suspended from trading on the NZX Alternative Market.
11.59pm on 14 March 2017 Deadline for outstanding CRP shareholders to return a completed instrument of transfer under the compulsory acquisition provisions of the Takeovers Code (note: instructions for returning an instrument of transfer and consequences for not returning it by this time are set out in AXG’s announcement of 21 February 2017 – see link to the relevant document attached to this announcement here: https://www.nzx.com/files/attachments/253410.pdf).
15 March 2017 Date by which AXG will complete the compulsory acquisition process.
15 March 2017 Date CRP will be delisted from the NZX Alternative Market.

Notice of Offer Becoming Unconditional

Dear Chatham Rock Phosphate shareholders,
We received this letter from Antipodes Gold yesterday. 

 
17 February 2017
 
Chatham Rock Phosphate Limited
Level 1, 93 Terrace
Wellington, 6011
New Zealand
 
By email:  chris@widespread.co.nz
 
RULE 49C(3) NOTICE OF OFFER BECOMING UNCONDITIONAL
 
We refer to the offer by Antipodes Gold Limited (AXG) for a full takeover for all of the equity securities in Chatham Rock Phosphate Limited (CRP), dated
23 December 2016 (Offer).
 
AXG hereby gives notice that:
 
•    AXG has received acceptances in respect of CRP's fully paid ordinary shares which, on registration of the transfer of those ordinary shares will result
in AXG holding or controlling 50% or more of the voting rights in CRP;
 
•    AXG waives the condition in paragraph 5.1.1 of the Offer document which requires it to obtain acceptances in respect of 90% of CRP's voting securities; and
 
•    AXG confirms satisfaction of the conditions contained in paragraph 6.1 of the Offer document.
 
Accordingly, the Offer is now unconditional in all respects. In accordance with the Takeovers Code, AXG will be transferred the CRP shares held by
acceptors of the Offer and will issue new AXG shares to those acceptors within 7 days.
 
At present AXG has received acceptances under the Offer of approximately 87.53% of CRP's voting securities and in respect of all of its non-voting
securities. AXG understands that further acceptances of approximately 2.5% are likely to be received in the coming days. Accordingly AXG expects to
exceed a 90% level of acceptance of voting securities by the end of next week and then commence the compulsory acquisition procedure under the Takeovers
Code.
 
For and on behalf of Antipodes Gold Limited
 
Peter Liddle
Chief Financial Officer
 
 
Chris Castle
Chief Executive Officer
Chatham Rock Phosphate Limited
Email: chris@crpl.co.nz
Cell: +64 21 558 185
Skype: phosphateking
www.rockphosphate.co.nz

 

Shareholder Update, February 2017

2017 Roadmap

To start off the New Year, the CRP team convened to undertake a major stock take of where the project is currently sitting and to plan next steps. 

As part of this we contracted an independent environmental specialist to undertake a gap analysis of the project to order to optimise our resubmission strategy.

A two-day session in Wellington last week proved highly stimulating, providing masses of food for thought and resulted in a large number of actions.

While the stock take and resubmission strategy showed we’re in pretty good shape, there’s still a huge amount to do for a second application.

It’s too early to provide a time frame yet but we are all focused on the various requirements.  Once we’ve firmed up a couple of key issues, we’ll provide an update on timeframes and the scope of the work required. 

 

Watching TTR

To help inform our strategy, we continue to closely follow progress of the Trans Tasman Resources’ reapplication to mine iron sands off the Taranaki coast. 

The hearing is due to start on 16 February and could take up to two months, with a decision due after a further 20 working days.  These timeframes are indicative.

The Environmental Protection Authority, which is running the application process, is regularly updating its website regarding the application.  Check out:  

 

Friendly Takeover

We now have acceptances totalling 83.6% for the reverse takeover of CRP by Antipodes Gold.  We have extended the offer so we can get to the 90% mark and will then be able to compulsorily acquire the final few shares.  

We’d really like to wrap this up as quickly as possible so encourage you to file your acceptance as soon as possible so we can start focusing on our Marine Consent reapplication. Every acceptance makes a difference right now. 

The aim of this transaction is to be listed on the TSX Venture market in Canada. The Board considers that obtaining an overseas listing in a recognised mining market will help facilitate future financings and liquidity in CRP’s shares.

CRP shareholders are being offered one share for every 65.59 CRP shares held, following a 10:1 consolidation by Antipodes Gold. At today’s market price in Canada the offer is effectively worth CAD 50 cents (or NZD 52.6 cents) for 65.59 shares or .8 cents per share. This is at a premium over recent market prices for CRP shares. 

When Antipodes acquires 100% of CRP’s shares, the final percentages in the company once the Offer is complete will be as follows:

Shareholder Group Securities on issue following completion of Offer Percentage
CRP shareholders 12,651,967 90.33%
AXG shareholders 1,355,017 9.67%
Total 14,006,984 100%

PDAC

CRP will have its annual presence at the PDAC (Prospectors and Developers Association of Canada) convention, held in Canada every March. Our booth number if you are passing is #2752.

While the weather is generally bitterly cold, our attendance each March is a great opportunity to talk to investors and other parties with an interest in our project.  Our upcoming listing in Toronto also makes it excellent timing.  I’m combining the trip with a visit to existing and potential investors in Europe.

 

Dutch Government research grant

Chatham Rock Phosphate and its Dutch technical partners Boskalis and Deltares have received Dutch government research funding to improve the environmental management of marine mining. 

The increased global interest in the economic and environmental outcomes of marine mining for resources such as phosphate, manganese nodules and polymetallic sulphides has highlighted the need to develop tools and methods to predict, adaptively manage and reduce the environmental effects of marine mining.

The research project will investigate the behaviour of re-deposited material using a combination of state of the art laboratory analyses and computer modelling to assess both the plume dispersion and the continuous process of settling, deposition and bed formation of sand and silt. The results will reduce the uncertainties regarding predicting re-suspension and dispersion of the material being returned to the seabed.

This jointly developed project will make computer models of plume dispersion more realistic and will look at ways to adaptively manage re-deposited sand and silt in deep water. Additionally, the project will investigate the use of flocculants, natural materials that can be added to the returned sand and silt to make the sediment plume settle from the water more quickly. This may be the first time flocculants have been considered for deep water mining or dredging.

The Dutch Ministry for Economic Affairs stimulates public-private partnerships between research organisations and companies by awarding funds to reviewed high quality research proposals. 

The results are being developed using the vast amount of data already available for the Chatham Rise marine mining project, but will have direct relevance to all projects in the offshore mining and dredging industry.

 

In a nutshell

You can be our advocates whenever our project is raised in conversation.  To remind you why we continue to believe the Chatham Rise project remains hugely important for New Zealand, here are the 5 key reasons: 

The benefits
1. Environmental benefits
  • much lower run off to lakes and rivers
  • very low cadmium
  • much lower carbon footprint
2. Security of fertiliser supply for farmers
  • enables New Zealand to have its own supply without depending on other countries
3. An ethical source
  • New Zealand’s main source of phosphate is from a disputed territory
  • not exporting our environmental footprint to countries mining phosphate where it involves severe social and environmental distress
4 Highly profitable
  • forecast annual earnings of $90 million before royalties and tax, with low mining costs - equivalent to shipping cost
5. Good for New Zealand
  • $34 million in annual taxes and royalties, millions in port charges
  • high-value, knowledge-based jobs in the port, on the mining ship, doing environmental
    monitoring and scientific research, in agriculture and hospitality and the Chatham Is
  • New Zealand could become a world leader in marine technology and expertise potentially worth billions of dollars
  • our work at sea enhances knowledge of our marine environment to help identify areas most deserving of conservation

Regards,

Chris Castle, Managing Director
chris@crpl.co.nz or +64 21 55 81 85

 

 

Antipodes Gold Limited Takeover Offer for Chatham Rock Phosphate Limited

Dear Shareholders

Firstly, thank you to the 466 CRP shareholders, holding approximately 73% of shares, who have already accepted the Antipodes takeover offer (Offer).

And, another thank you to those shareholders who have contacted me with queries about the Offer. While there was a swathe of documentation sent to shareholders in relation to the Offer, sadly this was a legal necessity.

Given the queries received to date, the purpose of this letter is to help provide a clear summary of the purpose, method and terms of the Offer.

Purpose of Offer

In a nutshell, the Offer will, if successful, result in CRP acquiring Antipodes’ remaining cash and its TSX-V listing, for about 10% of CRP’s capital.

Antipodes is a cashed up shell company with no current business interests or activity (apart from the Offer). However, it is listed in Canada on the TSX Venture Exchange (TSX-V), recognised by many as a pre-eminent mining market. Combined with the residual cash it holds, Antipodes has been valued under the Offer at $575,109.

CRP, listed on the NZX Alternative Market (NZAX), has a significant business activity in seeking to secure the marine consent for the Chatham Rise phosphate resource and to then proceed to development and mining. CRP is valued at $5.3 million under the Offer.
That means CRP is valued at close to 10 times the value of Antipodes for the purposes of the Offer.

Completion of the Offer will list CRP on a market (TSX-V) where the ability of CRP to access capital from international investors should be enhanced. Approximately 44% of CRP’s shares are already held by overseas based shareholders. This is precisely why CRP directors initiated and support this transaction. International investors have been vital for capital to date and are expected to remain so in the future.

Method

The Offer is referred to as a Reverse Takeover Offer (RTO) because Antipodes will need to issue so many shares, CRP shareholders will end up being the dominant shareholders of Antipodes following completion of the Offer.

If the Offer is completed and all CRP shareholders have accepted, CRP shareholders will hold over 90% of the enlarged Antipodes capital. Antipodes will have CRP as a subsidiary and change its name to “Chatham Rock Phosphate”. In essence, AXG becomes CRP.

Terms

How was the comparative offer ratio arrived at? As explained in the Offer document (and commented on in the Independent Advisor’s report), the methodology to calculate the relative values of the CRP and Antipodes for the Offer was agreed in July 2015. It took the ensuing months to resolve various approvals and legal requirements.

As of 8 December 2016, that calculation derived a ratio of one Antipodes share for each 65.59 CRP shares after Antipodes shares consolidate on the basis of one new share for every 10 old shares. With AXG shares currently trading at 4.5 Canadian cents per share (NZ4.7 cents), post the Offer and consolidation this would translate to each AXG share that a CRP shareholder receives under the Offer having a market value of 47 NZ cents. In simple terms, CRP shares are consolidated through the course of the Offer.

The CRP directors suggest that shareholders assess the merits of the Offer on the basis of the
dilution cost to CRP shareholders. The Offer will dilute CRP shareholders by 9.67%. For that dilution cost CRP obtains the foreign listing and cash. The CRP board considers that the benefits of the Offer outweigh the ‘cost’ of this dilution.

While CRP shareholders are following the relative share prices of the two companies, ultimately the share price of the renamed TSX-V-listed Chatham Rock Phosphate will be a function of how the Canadian (and world markets) assess the value of CRP’s phosphate assets.
It would be logical that post-merger the market capitalisation of the combined company could soon reflect the market value before the merger proceeded (being $8.3 million for CRP) and the value attributed to Antipodes ($573,000).

Most CRP shareholders have recognised this is a good move for CRP to take and have accepted the Offer. The directors of CRP support the Offer because it will achieve a cost-effective overseas listing of CRP on a market with more direct access to international investors.

I encourage you to do as I, my fellow directors and our major shareholders have done, and accept the Offer.

Although the closing date for the Offer is now 28 February 2017, shareholders are encouraged to accept the Offer as soon as possible rather than waiting for a date closer to the closing date. This is important as CRP desires to complete the merger quickly in order to recommence activities that have been halted for several months by the merger process.

As always, please address any remaining concerns to me and I will respond.

Chris Castle
Chief Executive
chris@crpl.co.nz, + 64 21 558 185