NZX Market Announcement

23 July 2015

NZX Market Announcement

Antipodes Transaction Update

Further to yesterday’s market announcement, Chatham Rock Phosphate Limited (CRP) is pleased to advise that it has now entered into a conditional pre-bid agreement (Agreement) directly with Antipodes Gold Limited (AXG).

The Agreement provides that, subject to the satisfaction of certain conditions, AXG will make a full takeover offer for all shares on issue in CRP under the Takeovers Code. The key terms of the offer will be:

· The consideration for CRP shareholders will be satisfied in full by an issue of AXG shares.
· Acceptance by CRP shareholders representing 90% of the CRP shares on issue (unless waived by AXG).
· The offer will value the companies:
o AXG: at the aggregate of $300,000 and net Cash as at the day immediately preceding the Takeover Notice for the Takeover offer being issued.
o CRP: at the aggregate of $0.007 per CRP share issued in respect of all CRP shares on issue today and any CRP shares issued under the CRPOB option exchange (if approved). CRP shares otherwise issued after today until the date a takeover notice will be valued at the aggregate issue price at which CRP issues such shares.

For clarity, these respective values are to be reflected in the proportions that the shares of AXG will be held by CRP shareholders and AXG shareholders following completion of the takeover offer. Based on this methodology, it is anticipated that immediately preceding the Takeover Notice, Antipodes Gold will be valued at approximately NZ$600,000 and CRP will be valued at approximately NZ$2,400,000. Assuming completion of the takeover offer, this would result in CRP shareholders holding approximately 80% of Antipodes Gold and the existing shareholders of Antipodes Gold holding approximately 20%.

These proportions are provided as general guidance only and may vary depending on circumstances between now and the issuing of a Takeover Notice. CRP shareholders would receive, in accordance with the Takeovers Code, an independent advisers report opining on the merits of this offer, if made.

If the takeover is completed it is intended that AXG's name will be changed to Chatham Rock Phosphate Limited.

Conditions

The Agreement is conditional upon the following:

· The Aorere Resources Limited sale and purchase agreement being formally terminated in accordance with its terms;
· Each party obtaining all necessary approvals from its security holders for the takeover offer;
· AXG receiving the benefit of lock up commitments from CRP shareholders that they will accept the takeover offer where those commitments represent, in aggregate, at least 70% of all shares on issue in CRP.
· The parties obtaining any approvals from Government agencies (in New Zealand or Canada), contractual counterparties or any other persons that are necessary in order to give effect to the takeover offer; and
· The Parties undertaking due diligence enquiries on each other and their respective board of directors being satisfied (at their absolute discretion) with the outcome of those enquiries.

These conditions are to be fulfilled or waived by 31 December 2015 or else the Agreement may be terminated by either party.

Transaction Progress

Considerable work towards satisfying the above conditions has already been undertaken. In order to obtain shareholder approval AXG must prepare a large amount of materials for its shareholders and work on this is well-advanced. The uncertainty regarding whether pre-emptive rights for AXG’s remaining gold assets would be exercised has caused unforeseen delays to this transaction but with there now being clarity on this point, the CRP Board looks forward to proceeding with the transaction as soon as possible.

ENDS

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