NZX Announcement: Chatham issues July 2016 Update

Quarterly Update

11 July 2016

3.7 million thank-you’s

We’ve achieved some very satisfying milestones during the first half of 2016.  The highlight has been raising sufficient new capital to continue to progress our projects for the 15 months.

Our recent share purchase plan seeking $600,000 was oversubscribed.  Thank you everyone who subscribed, many sticking with us for several years and continuing to share our faith in our ultimate success.

We’ve also made various share placements to qualified investors (new and existing) over recent months and are also delighted to have new cornerstone shareholders from Malaysia, Switzerland and Germany. 

Since the initial rejection by the Environmental Protection Authority of our marine consent application in February last year we have raised $3.7 million – despite our share price having been slaughtered.

While we’ve had to dilute some existing shareholders to keep Chatham functioning by raising capital at much lower prices, we believepreserving some value and delivering on our goals will ultimately produce strong returns for all shareholders.

Our ability to raise money against the odds underscores the fundamental attractiveness of the Chatham Rise project and the perceptiveness of our ever-enlarging shareholder base.   Directors and management interests, along with our two new cornerstone investor groups, now each hold about 13% of the company. 

The present share price of 0.9c values Chatham at $7.24million - a sixth of our market value in February 2015. We believe Chatham is now in a stronger position than it’s ever been due to the knowledge gained during the marine consent application process.

 

Takeover Offer

Chatham continues to work with Antipodes Gold to complete the takeover offer to enable a listing on the Toronto Stock Exchange, hopefully in September.

Antipodes shareholders approved the proposed reverse takeover of Chatham, and we’ve now secured funding to operate until September 2017, are in the process of securing approvals from various authorities, developed large wads of documentation and so are now about 95% of the way there.  We expect offer documents to go out within the next few weeks. 

Together with the Antipodes shell we inherit some funds associated with the merger, a Toronto director, 1,003 resources-sector shareholders in a number of countries, and a Canadian corporate support structure. This merger will strengthen Chatham, complement our New Zealand listing and provide new opportunities for existing Antipodes shareholders.   

Recommending Chatham shares

During our capital raising we met with Geneva based investment banking firm RAMPartners SA whose analysts prepared an independent research report, which is now on our website.

Key points include a buy recommendation with a price target of 50c compared with the current market price of 0.9c.  RAMPartners project value of $472 million makes assumptions relating to the market price of rock phosphate, Chatham’s production costs and relevant currency interactions. It includes a detailed examination of the permit risk Chatham still faces and the evolving factors mitigating this risk. 

Encouragingly the valuation also concludes our management team “has the necessary skills, ability, devotion, focus and skin in the game” to make our project work.   The full research report is available to review on our website.

Acceptable impacts

Chief Operating Officer Ray Wood told the Marine Sciences Society this week regulators must decide on acceptable impacts if New Zealand is to achieve social, economic and environmental goals. Society must accept some development but minimise environmental impacts. Science helps society deal with uncertainty and decide on acceptable impacts.

He said environmental concerns highlighted by the EPA marine consent process were mostly allayed or more clearly defined through caucusing between interested parties and Chatham. Experts agreed mammals, sea birds, major fish stocks and primary productivity were unlikely to be affected, uranium was not an issue and water toxicology effects would be very low.

Even after that, the decision-making committee interpreted the results differently, declining the application based on perceptions of damage to the benthic (sea floor) environment, modest economic benefits compared to environmental effects, proposed adaptive management measures not addressing concerns and a requirement to favour caution and environmental protection.

We think the committee didn’t understand or trust the numerical modeling of either the plume (created during the mining process) or of benthic communities and so didn’t believe the proposed conditions could address the adverse environmental effects through adaptive management.

Science can predict environmental effects, through the laws of physics, chemistry and biology. Regulators want to minimise uncertainty by using the precautionary principle and adaptive management. But that shouldn’t result in paralysis by analysis, if risk thresholds are agreed, monitoring is adequate and operations stop if thresholds are exceeded.

The EPA has guidance to deal with risk and uncertainty under the hazardous substances law, but there is nothing equivalent in the Exclusive Economic Zone Act.

Uncertain outcomes shouldn’t be enough to deny permission for projects to proceed; they can be managed by agreeing risk thresholds.

Absolute effects and benefits are probably never known but probable maximum, minimum and likely effects and benefits are known. Science can reduce uncertainties by improving knowledge of risks and predicted effects and adaptive management reduces uncertainties through learning from outcomes.

The committee didn’t accept Chatham’s proposed conditions proposed because the members appeared unwilling to risk any environmental impact.

Operational Focus

Chatham will be reapplying for a marine consent following further consultation with stakeholders, a potential revision of the project and further research on some scientific issues.  We’re also:

·       Working with government ministries on improving the permitting process

·       Observing Trans Tasman Resources’ advance towards reapplying for a marine consent

·       Developing trading relationships with participants in the phosphate sector

·       Sourcing on-shore rock phosphate deposits

·       Building farming sector, academic, industry and central government support for the use of Chatham rock phosphate as an environmentally friendly product

·       Commissioning further pot tests to be followed byfield trials

·       Trying to resolve the fee dispute with EPA (the Office of the Ombudsman has agreed to investigate the EPA charges)

·       Pursuing a refund of overcharged mining permit fees with New Zealand Petroleum & Minerals

·       Presenting at fertiliser, resources sector and environmental conferences.

Both we and the EPA have learned a lot from our initial consent application.  We’re confident this will result in improved application and hearing processes and we’ll resubmit an even better application to robustly deal with the issues on which we were rejected.

 

Back at PDAC

For the 12th year I attended Toronto’s Prospectors and Developers Association of Canada convention, the world’s largest minerals investment and trade show. Investor interest was more focused given Chatham’s impending Canadian listing.

We had a speaking slot and a prime spot exhibition booth, and spoke to dozens of new and old contacts during the four-day event.

Chatham rock phosphate’s many benefits

We continue to believe the Chatham Rise project remains hugely valuable for all the same reasons:

Environmental benefits

  • much lower run off to lakes and rivers
  • very low cadmium
  • much lower carbon footprint
  • Security of fertiliser supply for farmers
  • An ethical source – New Zealand’s main source of phosphate is from a disputed territory
  • Highly profitable – forecast annual earnings of $90 million before royalties and tax, with low mining costs - equivalent to shipping cost

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.

 

For all these reasons we remain puzzled by environmental groups which, through opposing our Chatham project, condone New Zealand importing all our phosphate needs, so exporting our environmental footprint to countries mining phosphate where it involves severe social and environmental distress. 

Helping save our rivers

In following the dialogue about water quality in rivers and lakes and the escalating concerns about nitrate and phosphate run-off, we remind stakeholders about the environmental benefits of Chatham rock phosphate. To tease out a few points:

·       Reactive phosphate rock when applied directly to the soil binds in a manner is both a very effective fertiliser and can reduce the runoff of phosphate to waterways with up to 80% less finishing in the waterways when it rains heavily.

·       Cadmium levels in many New Zealand soils are at unacceptably high levels after decades of applying phosphate fertiliser from Nauru. Local manufacturers keep cadmium levels in phosphate fertilisers under 280 parts per million.  Because rock imported from Morocco (our main source) can be so high in cadmium, it needs to be blended with rock from other countries. Chatham’scadmium levels are about 20 parts per million so is potentially valuable as a blend for manufactured phosphate fertilisers.

·       While every kilo of phosphate based manufactured fertiliser applied to New Zealand soils generates carbon emissions of 216 grams, Chatham phosphate emissions are estimated to be a quarter of that, mainly due to much lower transport related emissions.

 

·       Chatham rock phosphate applied directly to the soil contains elevated calcium, critical for plant root development and nutrient uptake as well as improving soil structure and enhancing microbial life cycles.  Extensive independent field trials demonstrate Chatham rock phosphate is, over time, as effective a fertiliser as superphosphate.

 

Stakeholder Focus

We’re focused on building support from stakeholders including farmers, reminding them our product is both a green option and one that could save them money; requiring less-frequent application and with high liming characteristics.

To learn more about the issues facing the farming sector our executive team attended a seminar hosted by Abron and the Hawkes Bay Regional Council on how changes to fertiliser application and pasture management can improve a farm’s resilience, environmental footprint and financial performance, and the changing requirements to document farming practices and their environmental impacts.

Abron offers a fertiliser system designed to increase pasture and crop yields, produce healthier soils, and reduce environmental impacts.   As Chatham becomes involved in sourcing and marketing fertiliser products, especially rock phosphate intended for direct application and, we’re building relationships with the ultimate users, distributors and manufacturers of these products.

This strategy is being implemented now, before we develop our Chatham deposit, using our in-house expertise, because there’s a clear and increasing demand for more environmentally sound products. 

Soil and water quality

On that basis, we’ve argued the government should research the effect fertiliser use has on waterways. Crown Research Institutes and universities are looking to identify contaminant flow pathways and dilution processes in soil and water to help make better land management decisions and reduce environmental impacts. 

We’ve said it would be logical for the scope of this research to also consider the important role fertiliser plays in affecting both soil and water quality. 

The research could show how using Chatham rock phosphate as a local organic solution for New Zealand farms could help improve the quality of soil and water.

Annual General Meeting of Shareholders

We hope to see you at the 2016 AGM, being held at 5pm on Tuesday 26 July at BDO Wellington on Level 1, Chartered Accountants’ House, (previously the Tower building), 50 Customhouse Quay, Wellington.

 

Chris Castle

Chief Executive

Uncertainty should not paralyse development says Chatham Rock Phosphate

4 July 2016

Regulators must decide on acceptable impacts to achieve New Zealand’s social, economic and environmental goals, Ray Wood, Chief Operating Officer of Chatham Rock Phosphate, told the New Zealand Marine Sciences Society today.

In a review of the Environmental Protection Authority decision to decline Chatham’s marine consent application last year, Mr Wood said society must accept some development but endeavour to minimise its environmental impacts.  

“Science’s role is to help society deal with uncertainty and decide on acceptable impacts.” 

The consent process highlighted a number of environmental concerns, which were mostly allayed or more clearly defined as a result of caucusing between interested parties and Chatham.

Experts agreed marine mammals, sea birds, major fish stocks and primary productivity were unlikely to be affected, uranium was not an issue and water toxicology effects would be very low.

“But even after expert caucusing, the decision making committee interpreted the results differently from Chatham,” he said.

It declined the application on the basis of perceptions of significant and permanent damage to the benthic (sea floor) environment, modest economic benefits compared to environmental effects, proposed adaptive management measures not addressing concerns and a requirement to favour caution and environmental protection. 

“We think the committee didn’t understand or trust the numerical modeling of either the plume (created during the mining process) or of benthic communities.  Therefore the committee didn’t believe that the proposed conditions could address the adverse environmental effects through adaptive management.

 “Uncertainty is certain for all marine projects; sampling is difficult and expensive, data are often incomplete and regional context is often lacking.” 

Mr Wood said science is able to predict environmental effects, through the laws of physics, chemistry and biology.

“While regulators want to minimise uncertainty through the use of the precautionary principle and adaptive management, that should not result in paralysis by analysis.”

He said adaptive management allows approval if risk thresholds are agreed, monitoring is adequate and operations stop if thresholds are exceeded.

“Managing uncertainty requires confidence in the predicted nature and extent of effects and monitoring to identify variations from predicted effects.”

Mr Wood noted while the EPA has guidance to deal with risk and uncertainty under the hazardous substances law, there is nothing equivalent in the Exclusive Economic Zone Act.

“Uncertainty of outcomes is not sufficient to deny permission for projects to proceed. 

“Uncertainty can be managed.  Risk thresholds can be agreed if the effects and benefits are well defined and understood.”

Inherent uncertainties mean absolute effects and benefits are probably never known but probable maximum, minimum and likely effects and benefits are known.

He said science is able to reduce the scale of uncertainties by improving knowledge regarding risks and predicted effects.

Adaptive management reduces uncertainties through learning from outcomes.

Mr Wood said the committee did not accept the adaptive management conditions proposed by Chatham because it appears they were unwilling to risk any environmental impact.

He said Chatham would consider reapplying for a marine consent following further consultation with stakeholders, a review and potential revision of the project and further research on essential scientific issues.

Ray Wood, Chief Operating Officer +64 27 575 8989  or raywood@crpl.co.nz

 

Share Purchase Plan Allotment

1 July 2016

 Chatham Rock Phosphate Limited (NZX: CRP) is pleased to advise that its share purchase plan (SPP) has been oversubscribed. 

CRP received applications for $616,137.71 under the SPP (in aggregate) against a total offer of $600,000.

Given the size of the excess and the administrative costs associated with undertaking scaling, CRP has decided to allot shares for the excess as a placement under Rule 7.3.5.

As a result of the above, the offer has no shortfall and the underwriters are released from their underwriting obligations for the SPP.

Placements

In addition, CRP has issued 8,748,333 further shares to qualified investors (New Shares).  The New Shares were issued at an issue price of $0.006 per share, being approximately $52,500 in aggregate. This completes all issuances that were permitted to be made under the pre break announcement dated 19 April 2016.

Full particulars of the share issues are set out below.

The Board is thrilled with the outcome of CRP’s capital raising efforts and thanks shareholders for their support of the company.

For and on behalf of the Board,

 

Chris Castle

Managing Director

 

 

Chatham Rock Phosphate (CRP) attends farmers’ seminar

30 June 2016

Chatham Rock Phosphate (CRP) attends farmers’ seminar

As advised in earlier shareholder communications, CRP is committed to supporting the development of more sustainable and resilient farming practices in New Zealand.

To learn more about the issues facing farmers and the farming sector CRP's executive team attended a seminar on how changes to fertiliser application and pasture management can improve a farm’s resilience, environmental footprint and financial performance, and the changing requirements to document farming practices and their environmental impacts.

The seminar was in Hastings and was hosted by Abron and the Hawkes Bay Regional Council.

Abron has been established for nearly a decade, operates throughout much of New Zealand and offers a fertiliser system designed to result in increased pasture and crop yields, healthier soils, and reduced environmental impacts.  

CRP is becoming actively involved, both in New Zealand and overseas, in the sourcing and marketing of fertiliser products, most notably rock phosphate intended for direct application. This clearly involves building relationships with both the ultimate users (the farmers) and with distributors/supplier and manufacturers of these products.

This strategy is being implemented now, preceding the development of our Chatham Rise rock phosphate deposit, and using our existing in-house expertise, because there is a clear and increasing demand for more environmentally sensitive fertiliser products. 

 

Kind regards,

Chris Castle

CEO

Chatham Rock Phosphate Limited

+64 21 558 185

NZX Announcement: Underwritten Share Purchase Plan

As previously announced, Chatham Rock Phosphate Limited (NZX: CRP) intends to undertake a share purchase plan (SPP) offer of ordinary shares (Shares).

CRP is limiting the SPP to raise no more than NZ$600,000.  Each shareholder of CRP may, subject to availability, apply for up to NZ$15,000 of Shares, at NZ$0.006 per Share. 

The SPP timetable is outlined below:

Underwriting

We are pleased to advise that the SPP will be fully underwritten by four of CRP’s existing shareholders, including managing director Chris Castle. Underwriting agreements have been entered into to this effect and CRP is now well positioned having secured NZ$500,000 more than its 12 month working capital requirement.

The intention is that the SPP will not be extended and will run to the timetable noted above. CRP intends, immediately following the SPP to proceed with the Antipodes Gold reverse takeover.

An Appendix 4 release accompanies this announcement.

For and on behalf of the Board,

Chris Castle

CEO

 

Final Announcement for the year to 31 March 2016

Financial Result
 
Your directors submit the audited financial statements of Chatham Rock Phosphate Limited (CRP) for the year to 31 March 2016. The trading result for the period was a significantly reduced loss of $818,000 (2015 loss of $27.3 million, after recognising $18.7 million impairment losses), reflecting in the main cost saving measures introduced after the marine consent application was declined.
 
Corporate Milestones
 
As reported in our regular shareholder updates and other announcements made during the year CRP is very actively moving on a number of fronts despite an overall reduction in available management time.
 
Most pleasingly, we’ve continued to raise the money we need to remain viable and to maintain our momentum.
 
Over the past few months there’s been a steady stream of support from shareholders and new investors keen to support our plans. In total we have now in the last 14 months raised or secured firm commitments for $3 million.  This is a remarkable achievement given both the major setback in our circumstances in February last year and the very weak resource market conditions prevailing during most of the ensuing period. 
 
Our ability to raise this level of funding against the odds speaks volumes about the fundamental attractiveness of the Chatham Rise project and the perceptiveness of our ever-enlarging shareholder base.  
 
Our directors and other associated interests are now a substantial shareholder in Chatham and recently two new overseas-based cornerstone shareholders have joined us, each holding about 15% of the Company. 
 
Thank you all for your continued support and your faith in the company’s prospects.
 
As announced in April 2015, our funds position will also be aided by tapping into some capital associated with the merger with Antipodes Gold, which we’re doing in order to list on the Canadian TSX-V market.  Antipodes is also listed in New Zealand so shareholders will enjoy the best of both worlds in terms of increasing liquidity of our shares and having access to a broader investor base.
 
The Antipodes Gold shareholders have (in November 2015) approved the proposed reverse takeover of Chatham, and for a change of name (of the merged group) to Chatham Rock Phosphate Limited. The merger is expected to proceed as soon as Chatham’s recently announced Share Purchase Plan is completed given that we are now in a position where we have secured sufficient funding to operate until 30 September 2017 in accordance with our business plan.
 
The reverse takeover of Chatham is expected to be completed by 30 September 2016. 
 
As advised previously, the transaction does not signal that Chatham is going into the gold mining or exploration business - we are merely using the Antipodes “shell” to achieve an overseas listing.
 
Together with the shell we inherit an experienced and well-connected Toronto-based director, 500 resources-sector shareholders resident in a number of countries, and a local Canadian corporate support structure. This merger will strengthen Chatham, and usher in a new chapter for the existing Antipodes shareholders.  

Operational Focus
 
We have been steadily working through the steps required before we resubmit our application for a Marine Consent. These include:
 
1.       Reviewing the previous application to EPA, as part of this we commissioned a 360 degree review from the key players involved in the last application.

2.       Working with officials in various government ministries to seek efficiencies in the permitting process – the recently announced Resource Legislation Amendment Bill has the potential to achieve these.

3.       Keeping a close watch on the actions of Trans Tasman Resources. Encouragingly TTR has already announced it intends to reapply for a Marine Consent, and it appears likely this application will proceed under existing legislation.

4.       Investigating and advancing trading relationships with other participants in the phosphate sector

5.       Advancing towards sourcing reactive rock phosphate from several well located on-shore deposits

6.       Continuing to build farming sector, academic, industry and central government support for the Chatham Rise project and for the use of Chatham rock phosphate as a sustainable, environmentally friendly phosphorous source.

7.       As part of this we’ve commissioned further pot tests to be followed by field trials

8.       Attempting to resolve the fee dispute with EPA (unsuccessful so far)

9.       Seeking a refund of overcharged mining permit fees with New Zealand Petroleum & Minerals (looking increasingly likely to succeed)

10.   Being actively involved and frequently invited to present at fertiliser, resources sector and environmental conferences.

 
 
 
Chatham Rise Project Still Key

 
While we did not succeed with our initial consent application, much has been learned by both us as an applicant and by the Environmental Protection Authority. We are confident this experience will valuably be translated into improved and hopefully streamlined application and hearing processes.   
 
Once we’re confident with the process, we’ll be able to resubmit an even better environmental permit application.  Chatham was turned down on limited, unexpected and relatively minor issues. We are confident these issues can be dealt with robustly on resubmission.
 
We continue to believe the Chatham Rise project remains hugely valuable for all the same reasons:
 
Security of fertiliser supply for the agricultural sector.
Environmental benefits such as a much lower run off impact on lakes and rivers, much lower cadmium and much lower carbon footprint.
It’s an ethical option, given that the current main source of phosphate from North Africa is from a disputed territory.
It’s highly profitable given its adjacent location (meaning we have no incoming freight costs) and low mining costs.
Our estimated mining costs are roughly equivalent to the cost of shipping competing product from the other side of the world. This means the world rock phosphate price has to collapse to near zero before we can’t compete.
Our annual forecast earnings before royalties and tax are approximately $90 million (see our previous market announcements on our financial model for the key assumptions underlying this forecast).
We’ll pay $34 million in annual taxes and royalties, plus millions in port charges and create many high value and knowledge-based jobs in the port, on the mining ship, undertaking environmental monitoring and broader scientific research, in the agriculture and hospitality sectors and on the Chatham Islands.
Our project could enable New Zealand to become a world leader in marine technology and expertise potentially worth billions of dollars. 
Our work at sea enhances the understanding and knowledge base of our marine environment to help identify marine areas most deserving of conservation.
The EPA’s decision concluded mining would have no significant impact on fishing yields or fishing industry profitability, marine mammals or seabirds.
 
Spreading the Risk – Our Diversification Strategy
 
We’re confident we will get environmental approval next time, but we want to broaden our investor appeal by becoming a more diversified operation so not all our eggs are in one basket. 
 
We are developing relationships with other players in the phosphate market, maintaining our relationship with Boskalis Offshore Subsea Contracting BV (“Boskalis”) , looking at other projects and entering the phosphate trading market.
 
Farmer Focus
 
It’s important to continue to build support from a range of stakeholders including farmers, as well as others, such as relevant government agencies.
Not surprisingly in the current circumstances, targeting the farmer market for capital has had limited success in dollar terms but we decided, given they’re such an important target audience, we need to keep building our stakeholder relationships.
 
We continue to remind farmers, many of whom are currently under siege financially, our product is both a green option and one that could save them money, bearing in mind Chatham Rise phosphate requires less-frequent application and has high liming characteristics.
 
We remain puzzled by the view of environmental groups who fail to see the irony of their opposition to our Chatham project.  We don’t understand how they can condone New Zealand’s importation of all our phosphate requirements and we think it’s hypocritical to support exporting our environmental footprint to countries mining phosphate where it involves severe social and environmental distress. 

Plenty Of Upside
 
The present share price of 1 cent values Chatham at $6.8 million; only 16% of our market capitalisation in February 2015, immediately prior to the unexpected decline of our environmental consent.
 
It’s not much higher than our market value in 2010, when we had no management team, no relationship with Boskalis, no 20-year mining permit, no legislation for applying for a marine consent, significantly less knowledge about the deposit, no engineering or design work had been completed, we had no direct involvement or expertise in the phosphate market, and only $250,000 in the bank. 
 
Even without the environmental consent, or the certainty of gaining it, CRP’s market value topped $40 million for most of the two and a half years to February 2015.  We believe Chatham is now in a stronger position than it’s ever been due to the knowledge gained during the marine consent application process and judgement.  
 
Looking Forward
 
The first half of the 2016/17 financial year is expected to see CRP complete the merger with Antipodes Gold and thereby achieve the associated TSX.V Canadian listing.  We will also have an increasing involvement in phosphate trading, primarily using Vice President Marketing Najib Moutia to connect third party buyers and sellers.
 
The key focus of the second half of the year (Q1 & Q2 2017) is likely to be principally the preparation and submission of the next marine consent application.
 
Annual General Meeting of Shareholders
 
The 2016 AGM will be held at 5pm on Tuesday 26 July at BDO Wellington. Level 1, Chartered Accountants’ House, (previously the Tower building), 50 Customhouse Quay, Wellington.
 
Chris Castle                                                                                                                        Robert Goodden
Managing Director                                                                                                          Chairman
 
20 May 2016

NZX Announcement: $1.1 million in Capital Allotted

10 May 2016
 
 
$1.1 million in Capital Allotted
 
Chatham Rock Phosphate Limited (NZX: CRP) is pleased to advise that the pre break announcement period expired last week and it is authorised to raise capital on the basis set out in that announcement of 19 April 2016.  The pre break announcement authorised CRP to issue up to $1,250,000 of new shares at $0.006. 
 
CRP is pleased to advise that it has today issued a further 185,900,906 ordinary shares in CRP (Shares) to qualified investors at an issue price of $0.006 per Share, raising $1,115,405 (in aggregate) in new capital (New Capital). 
 
One new investor will be entitled to nominate one director to the Board of CRP. 
 
Share Purchase Plan
 
During the course of the above capital raising a number of shareholders (as retail investors) have asked CRP for the opportunity to invest at $0.006 per share.  While we are only approximately $100,000 from our targeted raise amount, the Board is very conscious of the need to allow existing shareholders to participate on the same pricing.  CRP is therefore proposing to undertake a share purchase plan (SPP) offer of ordinary shares (SPP Shares) to existing shareholders.  CRP intends to limit the SPP to raise no more than NZ$600,000.  Each shareholder of CRP may, on that basis, subject to availability or scaling, apply for up to NZ$15,000 of SPP Shares, at $0.006 per share. 
 
A timetable will be announced shortly.  CRP is currently in discussions with potential underwriters of the SPP and considers that the SPP will likely be partially or fully underwritten. 
 
Issue of shares for services
 
CRP has also issued 625,000 ordinary shares in CRP to a contractor of CRP for services rendered (Service Shares).  The Service Shares were issued at $0.016, being the relevant VWAP under the applicable contract for services. 
 
Full particulars of the share issues are set out below. 
 
For and on behalf of the Board,
 
Chris Castle
Managing Director

 

NZX Announcement: Share Cancellation and New Issue

2 May 2016

NZX Market Announcement

Share Cancellation and New Issue

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

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