Chatham Rock Phosphate Limited — M&A Activity 2016

Dec 8, 2016

Takeover Notice Received

CRP · 2016-12-08T16:38:58+13:00 · Announcement #293985 · View on NZX

Takeover Notice Received

8 December 2016

Receipt of Takeover Notice

Pursuant to Rule 42 of the Takeovers Code, Chatham Rock Phosphate Limited
(NZX:CRP) gives notice that it has today received notice (Takeover Notice)
under the Takeovers Code from Antipodes Gold Limited (Antipodes) of
Antipodes' intention to make a full takeover offer for 100% of the equity
securities in CRP (Offer).

Please see attached a copy of the Takeover Notice and the documents that
accompanied it under Rule 41 of the Takeovers Code.

Background to Offer

Shareholders will be aware that CRP has been working with Antipodes for some
time to proceed with the Offer. The Offer is in effect a reverse takeover. In
particular, if the Offer is successful it will have the effect of CRP having
its primary listing on the TSX Venture Market in Canada with a secondary
listing on the NZAX market in New Zealand.

The Board considers that obtaining an overseas listing in a recognised mining
market is in the best interests of CRP and should help facilitate future
financings and liquidity in CRP's shares.

CRP Board Response

In response to the Offer, the Board of CRP has:

o formed a committee of independent directors (Independent Committee),
comprising Robert Goodden, Robin Falconer and Jill Hatchwell to consider the
Offer and to oversee preparation of the target company statement.

o appointed Northington Partners Limited to prepare the independent report
required under the Takeovers Code on the merits of the Offer.

It is intended for the Northington Partners' independent report and the
target company statement sent to CRP shareholders together with the finalised
Offer document just prior to Christmas.

Offer Terms

Please carefully review the Takeover Notice and the other documents provided
by Antipodes, as these documents set out the terms of the Offer. For
convenience we set out below certain material terms of the Offer as drafted:

o Antipodes is offering CRP shareholders common shares in Antipodes
(Consideration Shares) in consideration for their CRP shares.

o CRP shareholders will be offered one (1) Consideration Share for every
65.59 CRP shares held. Antipodes will complete a 10:1 consolidation of its
common shares immediately prior to issuing the Consideration Shares. If the
Offer is successful and Antipodes acquires 100% of CRP's equity securities,
the final shareholding percentages in Antipodes following completion of the
Offer will be as follows:

CRP shareholders - 12,651,967 shares - 90.33%
AXG shareholders - 1,355,017 shares - 9.67%

o The Offer is conditional on acceptances representing 90% of all CRP shares.
Antipodes does however have the ability to waive this condition to 50% in
accordance with the Takeovers Code.

o The Offer is intended to open on 23 December 2016 and remain open until 5pm
on 31 January 2017, unless extended in accordance with the Takeover Code.

o If the Offer is successful the CRP Board would essentially replace the
current Antipodes Board and Antipodes will change its name to Chatham Rock
Phosphate. CRP will inherit net cash held by Antipodes of approximately
$250,000.

Next Steps

The Independent Committee will further consider the merits of the Offer
following receipt of the independent report from Northington Partners and
will revert to shareholders with a recommendation in accordance with the
Takeovers Code in the next two weeks.

For and on behalf of the Board,

Chris Castle
Managing Director
End CA:00293985 For:CRP Type:TAKEOVER Time:2016-12-08 16:38:57