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CRP Proposes Merger with Phosphate Company Avenir Makatea

M&A22 December 2020CRPIndustrials

NEWS RELEASE 20-13 December 21, 2020




CHATHAM ROCK PHOSPHATE PROPOSES MERGER

WITH PHOSPHATE COMPANY AVENIR MAKATEA


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

NZX: “CRP” or the “Company") wishes to advise with great pleasure we have successfully

concluded negotiations to acquire French Polynesia-based Avenir Makatea Pty Limited.


The merger of these New Zealand and French Polynesian companies was negotiated at arm’s

length and will result in the formation of a new environmentally and culturally sound

phosphate company.


Chatham Rock Phosphate is the developer of the undersea Chatham Rise phosphate project to

recover phosphorite nodules while Avenir Makatea is progressing the recovery of phosphate

from the island of Makatea to enable the rehabilitation of the island.


Chatham Rise phosphate provides the only domestic phosphate source for New Zealand and

its development is of national significance. CRP, in working towards the reapplication for an

environmental consent for the project, is involving all stakeholders and importantly the

directly interested Māori community. The phosphate from Chatham Rise is a reactive

phosphate low in cadmium and competitive with current fertilisers used in New Zealand.


This C$1.455 (A$1.5m) acquisition, subject to certain conditions including TSX.V approval,

will be achieved through an issue of CRP shares. Depending on the outcome of the present

financing by CRP and the issue price of the CRP shares the vendors of Avenir Makatea will

then hold approximately 28% of the enlarged capital.


The merging of our interests with those of Avenir Makatea is a particularly exciting

development for CRP and could be described as a game changer for both parties.


About Avenir Makatea


Avenir Makatea has since 2010 been working closely with the many landowners of Makatea

as well as the residents of the Commune of Rangiroa and the Government of French

Polynesia to use the recovery of phosphate as the means to rehabilitate the previously mined

land. At the same time the company has worked to create long term sustainable development

of the island by way of development of eco-tourism.


The phosphates to be recovered from both projects are low in cadmium and earn a premium

in the market. Avenir Makatea has advanced its marketing, including Organic Materials

Review Institute (OMRI) certification enabling the Makatea phosphate to be sold into the US

and Canadian organic market. Makatea phosphate samples have been already supplied to

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Australian potential major customers, while delivery of samples for New Zealand potential

customers are currently waiting lifting of Covid-19 restrictions to re-establish travel

connections between Tahiti and New Zealand.


The development of the Makatea Project has progressed administratively step by step

through:


• applying for an Exclusive Research Permit (ERP) in 2013

• a public inquiry leading to grant in 2014 of the Exclusive Research Permit

• applying for a Mining Concession in 2016

• the passing of the New French Polynesian Mining Code in 2019

• the promulgation of the Mining Code Regulations in 2020 and

• the promulgation of the New French Polynesian Fiscal Code for Extractive Industries

in 2020.


The next steps involve the public inquiry, leading to a recommendation from the Mining

Committee to the Council of Ministers, with the expectation of the grant of the 50-year

Mining Concession in December 2021.


Avenir Makatea’s progress toward development has recently been adversely affected by the

travel and product freighting restrictions caused by Covid19, hence the logic of a merger with

CRP, a TSX.V, NZX and Frankfurt Bourse listed entity in the same part of the phosphate

market and with a proven capital raising record for the last decade.


CRP has followed the progress of Avenir Makatea since 2015, and sees the key benefits to

CRP in merging interests being the broadening of our phosphate rock portfolio to include an

onshore development and the ability to quickly advance the Avenir Makatea project towards

production (and operating cashflows) in a shorter time frame than our Chatham Rise project.


We presently expect the conditions required to be satisfied will be met and the proposed

transaction finalised in Q1, 2021.


The Makatea Resource


Makatea is an elevated island, 240km north of Tahiti in French Polynesia, covering an area of

4km by 6km with 70m cliffs and interconnected freshwater filled caves under the island.


Over a third of the island was mined by hand for phosphate sands by Compagnie Francaise

des Phosphates de l’Oceanie (“CFPO”) from 1906 to 1966, resulting in the extraction and

export of 11 million tonnes (“Mt”) of phosphate sands. These operations were never

rehabilitated and have left behind over 1 million holes, rendering the scarce land on the island

unsuitable for habitation or any other use.


Rehabilitation of abandoned mines is ultimately the responsibility of the Government of

French Polynesia. Land-owners of Makatea want the land to be rehabilitated to provide living

space for a community displaced by rising sea levels. On a stand-alone basis the cost of

rehabilitation of the 1100 ha of mined land would be US$100-150 million.

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Environmental, Economic and Social Benefits


The Project offers a unique opportunity for responsible investment that combines attractive

potential returns from an economic mining project with tangible environmental and social

benefits from a responsible environmental rehabilitation effort.


It will establish a mining operation to produce a phosphate product for export, while repairing

the historic environmental damage that has created an unusable landscape and to return the

land to the original landowners.


The Project will also bring a variety of economic and social benefits to the island of Makatea,

the Commune of Rangiroa (the “Commune”, includes Rangiroa, Makatea, Mataiva and

Tikehau) and more widely to all of French Polynesia. Avenir Makatea will provide

employment and training, support education and deliver a range of community development

initiatives designed to create a long-term sustainable community that can continue to thrive

long after the Project has ended.


Strong Community and Government Support


Avenir Makatea has worked on the Project exclusively since January 2011, investing around

US$4.26 million to date, fostering strong support for the Project from the community, the

French Polynesian Government and the Republic of France.


The Commune of Rangiroa showed its support for the Project by the signing of a Protocole

d’Accord in 2011. The French Polynesian Government has also supported the Company’s

efforts, granting Avenir Makatea the Exclusive Research Permit (“ERP”) over the entire

historic mining area on Makatea for 3 years, and automatically extended until the

authorization is granted or denied.


The public inquiry process (part of the ERP application) undertaken by the French Polynesian

Government was completed on 14 February 2013 and recorded significant community

support in favour of the Project.


Straightforward Permitting Process


The French Polynesian Government has also granted Avenir Makatea the exclusive right to

apply for a Mining Concession (a period of up to 50 years). Upon lodging the Mining

Concession Application, a 1-month public enquiry period will start. The results go to the

Mining Committee to make a recommendation to the Council of Ministers that then makes a

recommendation to the President. Avenir Makatea expects to lodge its Mining Concession

Application in June 2021and expects the grant of the 50-year Mining Concession to be issued

December 2021.


Substantial Resource


The initial diamond drilling and sampling programme in August 2014, together with the

extensive mapping and strip sampling that followed in April-May 2015 have confirmed the

presence of previously unmined bedded phosphate as well as phosphate sands not recovered

in the historic mining area.

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Simple Operations


The Project will use simple open cut mining with no processing of rock phosphate required

apart from crushing, screening and drying. Straightforward logistics will move product from

the mine site to a deep sea port 2-4km away. The introduction of a ship-loader in 2023

together with an upgrade of infrastructure capacity will see operations materially expand in

scale.


High Quality Product


Analyses of 147 samples confirmed the same high quality of the phosphate in the bedded

deposit as in the previously mined phosphate sands. Makatea phosphate is of a high grade

(30-38.5% P2O5) with an indicative specification of 35% P2O5. Low impurity levels mean

the Makatea phosphate is a promising candidate for sale into the organic market where it can

command prices significantly higher than benchmark prices for the same grade of phosphate.


Robust Project Economics


The ongoing Feasibility Study, based on simple open-cut mining with no processing other

than crushing, screening and drying, demonstrates strong economics due to the Project’s long

life and scale, the high quality of the phosphate, and the low capital and operating costs.


About Chatham Rock Phosphate


Chatham Rock Phosphate is the custodian of New Zealand’s only material resource of ultra-

low cadmium, environmentally friendly pastoral phosphate fertiliser.


The resource represents one of New Zealand’s most valuable mineral assets and of huge

strategic significance because phosphate is essential to maintain New Zealand’s high

agricultural productivity.


New Zealand’s current access to phosphate is vulnerable to economic and political events in

the six countries controlling 98% of the world’s traded phosphate reserves, with 85% of the

total in Morocco and neighbouring state the Western Sahara.


Chatham takes very seriously the responsibility vested in it through its granted mining permit

to use the world’s best knowledge and technology to safely extract this resource to help

sustainably feed the world.


Our initial environmental consenting process independently established extraction would

have no significant impact on fishing yields or profitability, marine mammals or seabirds.


Our project ticks all the boxes: environmental, health, ethical, security of supply, economic,

regional development, rare earths and other green minerals


✓ Our rock is a proven reactive phosphate rock. Using it results in much less run-off into

waterways and an improved soil profile compared with the effects of manufactured

fertilisers.

✓ It’s an organic fertiliser with no additives and with the only processing being grinding

and possible pelletisation

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✓ It contains ultra-low levels of cadmium, a cancer-causing heavy metal with much greater

concentrations in other rock phosphate deposits

✓ Being locally sourced and needing to be applied less frequently results in much lower

carbon emissions (in effect increasing the present NZ electric vehicle fleet from 10,000 to

29,000 vehicles)

✓ It is New Zealand’s only significant source of phosphate and seabed extraction involves a

far smaller environmental impact than that imposed on local overseas communities which

mine phosphate

✓ The rock is located within one day’s sailing distance and supply is far more secure (and

more ethical) than phosphate rock imported from unstable regions on the other side of the

world

✓ The project economics are attractive and Chatham will pay significant royalties and

income taxes

✓ The project will generate new jobs in environmental monitoring, on the mining ship, in

the home port and in the science and agricultural sectors

✓ Chatham rock phosphate has been independently shown to be as effective as other

phosphate fertilisers used in New Zealand. We could provide the two fertiliser co-ops

supplying most of New Zealand’s fertiliser with a green fertiliser alternative to naturally

complement their other products.


For further information please contact:


Chris Castle

President and Chief Executive Officer

Chatham Rock Phosphate Limited

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





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