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AXG to Complete Takeover of Chatham Rock Phosphate

M&A23 February 2017CRPIndustrials

7315416_1

24 February 2017


NZX Market Announcement


Following the close of market trading today, Antipodes Gold Limited (AXG) will be changing its legal

name in Canada to Chatham Rock Phosphate Limited.


The above name change was contemplated in the successful takeover offer for the New Zealand

company (and also NZX Alternative Market listed) Chatham Rock Phosphate Limited (Old CRP).


Old CRP has changed its name to Chatham Rock Phosphate (NZ) Limited to provide some distinction

between the two companies as the closing mechanics of the takeover are worked through.


De-Listing and Trading Suspension for Old CRP


Old CRP remains listed on the NZX Alternative Market and is scheduled to be de-listed following the

close of market trading on 15 March 2017.


Trading in Old CRP’s shares will be suspended following the close of market trading on 28 February

2017 in order to allow compulsory acquisition procedures under the New Zealand Takeovers Code to

be completed in an orderly manner.


AXG Trading Halt


AXG will be undertaking a share consolidation and issuing shares to acceptors of the takeover

following the close of market trading in New Zealand today. Trading is halted in AXG’s shares in

Canada until these corporate actions are completed. Consequently trading is also currently halted in

AXG’s shares on the NZX Alternative Market.


This trading halt in Canada will be lifted at market open in Canada tonight (i.e. after market close in

New Zealand today).


At the request of AXG, trading in AXG’s shares on the NZX Alternative Market will remain halted until

the opening of market trading on 1 March 2017. Trading will recommence at that time under AXG’s

new name, Chatham Rock Phosphate Limited.


This extended trading halt in New Zealand was sought to address any potential market confusion that

might otherwise arise with AXG and CRP trading on the NZX Alternative Market with virtually identical

names.


Ticker Code


AXG’s ticker code on NZX will remain unchanged until the de-listing of Old CRP has occurred.


Canada Announcement


The following announcement has been released in Canada and details the above matters further. The

New Zealand market should note that references to times and dates in that announcement are

references to Canadian times and dates.


Peter Liddle

Chief Financial Officer

Antipodes Gold Limited

peter.liddle@antipodesgold.co.nz

1 | P a g e


NEWS RELEASE 17-3

23 February 2017




Antipodes Gold to Complete Takeover of Chatham Rock Phosphate


Consolidates shares; Changes Name; Issues shares;


AUCKLAND New Zealand - Antipodes Gold Limited (TSXV and NZAX: AXG, or the “Company") is

pleased to advise that in respect of its takeover offer (“Offer”) under the (New Zealand) Takeovers

Code for Chatham Rock Phosphate Limited (NZAX code “CRP”), the Company has received over

93% in acceptances.


The Offer is now unconditional in all respects. In accordance with the (New Zealand) Takeovers

Code, the Company is required to issue common shares in its capital in exchange for the tendered

CRP shares by no later than Friday, February 24, 2017. Accordingly, the following will occur effective

Friday, February 24, 2017:


a) the Company will complete the share consolidation, on the basis of one (1) new share for

ten (10) old shares, and change its name to Chatham Rock Phosphate Limited;


b) a letter of transmittal will be sent to the Company’s existing shareholders containing

instructions on replacing pre-consolidated share certificates with post-consolidated share

certificates in the Company’s new name; and


c) the Company will issue newly consolidated shares, in the Company’s new name, to CRP

shareholders who have accepted the Offer.


Under international time zones, New Zealand is one day ahead of Canada. As such, in order to

avoid confusion in the Canadian trading market, the Company has requested a temporary trading

halt of its shares on the TSXV until such time as the CRP takeover is completed.


Trading of the Company’s shares will be reinstated on the TSXV at the opening of the markets

in Canada on Friday, February 24 under the new TSXV trading symbol “NZP”. It is intended

that the Company’s NZX trading symbol ticker code remain as CRP.


The Company has commenced the compulsory acquisition procedures under the (New Zealand)

Takeovers Code for the remaining CRP shareholders who have not accepted the Offer. The

Company will continue this process, which is expected to take approximately three weeks.


Background to the Offer


Shareholders will be aware that the Company has been working with CRP for some time to proceed

with the Offer, which is in effect, a reverse takeover of AXG by CRP.


This issue was voted on and approved by the Company’s shareholders in November 2015.


The Offer is being conducted pursuant to an exemption from Canadian take-over bid requirements

under Part 4 of National Instrument 62-104.

2 | P a g e

FOR AND ON BEHALF OF THE BOARD,




Peter Liddle

Antipodes Gold Limited


Chief Financial Officer

peter.liddle@antipodesgold.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.

---

ANTIPODES GOLD LIMITED (AXG) – ANNOUNCEMENT
Notice of Consolidation of Securities

23 February 2017

NZX Alternative Market - Notice pursuant to Listing Rule 7.11.1


(a)

Class of Security and ISIN: Ordinary Shares. ISIN

CA03718T1030



(b)

Number consolidated: 10,556,578 before consolidation



(c)

Price Not applicable:



(d)

Whether payment was in cash: Not applicable



(e)

Any amount paid up: Not applicable



(f) Percentage of the total Class of Securities issued or

acquired: 100%



(g)

Reason for consolidation: Reduce number of shares on

issue to acceptable North American standards given the

imminent Chatham Rock takeover for scrip.



(h)

Specific authority for the issue or acquisition: Pursuant to

shareholder resolution in general meeting



(i)

Terms or details of the issue or acquisition: one (1) new

share for each ten (10) old shares (rounded up to nearest

whole share). 5.00pm 23 February 2017



(j) Total number of Securities of the Class in existence after the

issue or acquisition: Approximately 1,055,658.



(k)

Treasury Stock: Not applicable



(l)

Dates of consolidation: 24 February 2017





Peter Liddle

Chief Financial officer and Company Secretary

peter.liddle@antipodesgold.co.nz

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.