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:
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
For and on behalf of Antipodes Gold Limited
Peter Liddle
Chief Financial Officer
Chris Castle
Chief Executive Officer
Chatham Rock Phosphate Limited
Cell: +64 21 558 185
Skype: phosphateking