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CHATHAM ROCK PHOSPHATE ENTERS TERM SHEET WITH CAPITAL TRUST

M&A22 November 2018CRPIndustrials

NEWS RELEASE 18-24 November 22, 2018


CHATHAM ROCK PHOSPHATE ENTERS TERM SHEET WITH CAPITAL TRUST

GROUP


WELLINGTON New Zealand – Chatham Rock Phosphate Limited (TSXV: “NZP” and

NZAX: “CRP” or the “Company") wishes to advise that it has entered a non-binding

indicative term sheet with the New Zealand based company, Capital Trust Group Limited

(CTG).


CTG is a FinTech company with particular expertise as a turn-key service provider for initial

coin offerings (ICO) and asset digitisation. CTG is looking to expand these service offerings

into the mining and minerals sector and in particular identify, finance and develop mining

projects using its blockchain based technologies and extensive distribution networks.


CRP, with its New Zealand Chatham Rise project and extensive knowledge of other

international phosphate projects provides an industry basis for this expansion of CTG’s

service offerings. The intention of the term sheet is to provide an in-principle agreement as to

how CRP and CTG could merge if sufficient investor interest can be generated for a merger.

It is intended that CRP and CTG will meet with investors to apprise them of this opportunity

and seek indications of investment support at the end of this month.


If that financial support is forthcoming, CRP and CTG will then look to complete due

diligence on each other and negotiate binding arrangements. The current term sheet envisages

that CRP would acquire CTG for an issue of shares representing 40% of CRP’s common

stock. In addition CTG shareholders would receive a three year earn-out on the basis of net

revenues received under specified contracts that it currently has in place.


The transaction would proceed if US$10 million in finance can be secured for the merged

entity. If this finance is secured, US$5 million would be dedicated towards advancing the

Chatham Rise project towards a new marine consent application.


CRP will keep the market informed as this proposal develops further. Shareholders are

cautioned that no binding arrangements are currently entered and will only be entered if the

matters above are addressed to the satisfaction of both CRP and CTG. Furthermore, any

proposed agreement would be subject to regulatory approval where required.


Regards


Chris Castle, President and CEO

chris@crpl.co.nz or +64 21 55 81 85

Skype: phosphateking


Neither the Exchange, its Regulation Service Provider (as that term is defined under the policies of the

Exchange), or NZX 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.

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