2 April 2015
NZX Market Announcement
Proposal by Aorere Resources to acquire gold joint-venture held by Antipodes Gold Limited.
Aorere Resources (AOR) shareholders have previously been advised of the desire of the directors to invest in New Zealand based minerals projects that fit our investment criteria. A number of possible projects have been investigated subsequently with none of these matching up.
However, more recently two very interesting gold related projects have been identified and subjected to preliminary due diligence. As a result of this a conditional sale and purchase agreement has just been signed with Antipodes Gold (AXG) to acquire the shares of their wholly owned subsidiary, Glass Earth (New Zealand) Limited (GENZL). GENZL holds joint venture interests in two Waihi based gold prospects with Newmont Mining Corporation (Newmont).
Subject to the following conditions it is proposed that AOR acquire GENZL for consideration of $1 million comprised of $800,000 in shares and $200,000 in cash. AXG would subsequently settle any existing liabilities and then intends to distribute the AOR shares to its own shareholders, with the aim of becoming a completely clean dual-listed (NZAX and TSX.V) “shell” company.
The agreement is subject to a number of conditions. These include:
- obtaining counterparty consents (such as Newmont’s consent and completing a pre-emptive rights process with them);
- relevant approvals being obtained;
- the tax implications of the transaction being confirmed;
- finance for the transactions being arranged (with the present intention of the AOR Board being to realise some of its existing investments);
- AXG putting in place arrangements to distribute the Aorere shares it receives; and
- Completing due diligence investigations.
In addition it is a condition that AXG make a share based takeover offer for Chatham Rock Phosphate (CRP) which will, when completed, result in CRP being owned 100% by AXG. The obligation to make a takeover offer is contingent however on at least 70% of CRP shareholders committing to accept such a takeover offer and the other conditions above being first satisfied.
AOR has facilitated this potential takeover as it considers it will be a positive development for CRP, one of AOR’s most significant investments. Due to the expected relative values of the two companies at the time the takeover will take place, existing CRP shareholders will own approximately 92.5% of the merged entity, which will then change its name to Antipodes Phosphate to reflect its primary focus on the phosphate market.
The outcome of these proposed transactions is considered by each Board of Directors to be in the best interests of the shareholders of all three companies involved. Please note these transactions are at an early stage and, as noted above, subject to a substantial number of conditions. These conditions will now be worked through and it is anticipated that, all going smoothly, the transactions contemplated would be completed in their entirety in August this year.
A copy of the CRP market announcement follows this announcement for shareholder information.
2 April 2015
NZX Market Announcement
Proposal by Chatham Rock Phosphate to list on Overseas Stock Exchange, acquire other Phosphate assets
Chatham Rock Phosphate shareholders will be aware from recent communications that, since the refusal of the Chatham Rise marine consent application, CRP has been assessing its overall business strategy.
We can now report that a decision has been made for CRP to evolve from its single project focus into a more diversified company, principally involving other phosphate projects, both on and offshore. Other marine mining opportunities involving other commodities will also be evaluated by our team.
The main drivers for this evolution in our strategy is not only the desire to reduce investor risk, but also to take advantage of (and therefore retain) the significant institutional knowledge and expertise that exists within our management team and our partner organisations. This knowledge spans marine and environmental science, the development of offshore mining projects, and extensive knowledge of the phosphate market, both locally and internationally.
We also consider that Chatham’s ability to finance the eventual resubmission of the marine consent application will be enhanced if both existing shareholders and potential new investors don’t face the same binary EPA-decision risk as in the past.
The acquisition and development of these new projects within Chatham would be significantly easier if CRP was listed on a more recognised and liquid overseas stock exchange. The Toronto stock exchange is the most logical one as it is a leading exchange for mining stocks and also has a major fertilizer component. We have considered various options for the most cost effective way of listing and identified a reverse takeover of a listed stock as most effective.
Accordingly one of our significant shareholders, Aorere Resources Limited has, with the support of the Chatham Board, signed a sale and purchase agreement with Toronto Venture Stock Exchange (TSX.V) listed Antipodes Gold (AXG) to acquire its core assets. Antipodes Gold is also dual listed on the NZAX.
Included as a condition in this sale and purchase agreement is that, subject to the fulfilment of a number of prior conditions, AXG make a share based takeover offer for Chatham under the Takeovers Code which will, when completed, result in CRP being owned 100% by AXG. Due to the expected relative values of the two companies at the time the takeover will take place, existing CRP shareholders will own approximately 92.5% of the merged entity.
The requirement to make the takeover offer will only arise however if the other conditions in the agreement (finance, due diligence, taxation confirmations, necessary approvals and consents) are satisfied and at least 70% of Chatham shareholders first commit to accept the takeover offer. The full takeover offer terms are yet to be formed and it is important to note that no takeover notice has been given and no shareholders have, at the present time, given any such commitments.
If the takeover is completed the merged entity will then change its name to Antipodes Phosphate to reflect its primary focus on the phosphate market.
It is then proposed that other projects will be acquired, by issuing equity, by the now dual (TSX.V and NZAX) listed Antipodes Phosphate and the enlarged group would subsequently seek to raise further funds in local and overseas markets. These funds would be utilised to advance the projects held within the group, including the Chatham Rise project, the other five permit applications already filed in Namibia, and the newcomers to the portfolio.
The outcome of these proposed transactions is considered by each of the respective Boards of Directors to be in the best interests of the shareholders of all three companies involved. Please note these transactions are at an early stage and, as noted above, are subject to a substantial number of conditions. These conditions will now be worked through and it is anticipated that, all going smoothly, the transactions would be completed in August this year.
We welcome shareholder feedback on this proposed transaction. A copy of the Aorere Resources market announcement follows this announcement for shareholder information.
Chief Executive Officer
NEWS RELEASE 15-3
April 1 2015
ANTIPODES GOLD ANNOUNCES RESTRUCTURING DEAL
to PURSUE GOLD & PHOSPHATE OPPORTUNITIES
WELLINGTON, New Zealand – Antipodes Gold Limited (TSXV and NZAX: AXG, the “Company”) announced today that that it has signed an agreement to sell its gold exploration interests and undertake a reverse takeover of a listed New Zealand based phosphate development company. Both these transactions will require shareholder approval. An Information Circular and requisite supplementary reports will be provided to shareholders prior to the Special General Meeting, expected to be held in June.
The planning of these transactions is at an early stage and subject to a number of conditions, including those set out below. These conditions are being worked through:
- Completing due diligence investigations;
- Confirming the tax implications of the transactions;
- Obtaining counterparty consents;
- Obtaining relevant approvals (shareholder and regulatory);
- Securing interim financing for the transaction costs and G&A expenses;
- Ensuring a process to distribute shares it receives as part payment: and
- The requirement to make a takeover offer only arises if the other conditions in the agreement (finance, due diligence, taxation confirmations, necessary approvals and consents) are satisfied and at least 70% of the target company shareholders commit to accept the takeover offer.
As shareholders are aware, the Company has been seeking equity funding for some time, to advance its gold exploration interests in the Hauraki region in the North Island, New Zealand. In parallel with this, the Company and Newmont Mining Corporation (“Newmont”) have been rearranging their joint venture management and equity interests in order to facilitate the Company’s ability to raise funds and move forward on exploration. As equity funding could not be raised, the Company has sought to further restructure its business activities.
Sale of Gold Exploration Interests to Aorere Resources Limited (“AOR”)
The first transaction proposed is with AOR, an investment company listed on the New Zealand Stock Exchange main board (refer below for more information). In this transaction AOR will acquire the Company’s gold exploration assets by purchasing all the share capital in the Company’s wholly owned New Zealand subsidiary, Glass Earth (New Zealand) Limited (“GENZL”) for NZ$1 million (C$950,000). Exploration liabilities owed to Newmont will remain in GENZL as will potential royalty obligations relating to the exploration permits. Other trade liabilities in GENZL are to be settled as part of the sale process.
Recent encouraging drilling results at the Waihi West permit have been incorporated in the transaction value. The gold exploration assets are subject to pre-emption rights, exercisable by Newmont.
Should Newmont not pre-empt, AOR will pay for the GENZL shares by issuing NZ$800,000 in AOR fully paid ordinary shares and NZ$200,000 in cash. Some of the sale proceeds will be applied to meeting current debts and transaction costs. It is intended that any surplus AOR stock be distributed to AXG shareholders, subject to any regulatory requirements.
This should leave AXG as a listed shell company to undertake the second transaction, being a reverse takeover of Chatham Rock Phosphate Limited (“CRP”).
Reverse Takeover of Chatham Rock Phosphate Limited (“CRP”)
CRP is listed on the New Zealand Stock Exchange Alternative board (refer below for more information). It holds a mining permit over an area off the coast of New Zealand with significant seabed deposits of rock phosphate and other potentially valuable minerals.
CRP applied for a Marine (environmental) Consent to mine this in July 2014 and was declined in February 2015. CRP has advised that it is likely to pursue a re-submission of its Marine Consent application and has recently announced that it intends to raise NZ$1.38 million (C$1.3m) by a rights issue to its existing shareholders, in order to advance this project. CRP applied for five marine phosphate prospecting licences offshore Namibia in mid-2012 and has recently sought to accelerate the licensing process.
Subject to satisfaction of the various conditions referred to above, AXG may make a takeover offer for all of CRP’s issued shares, by issuing new shares of its own in exchange, such that, on completion it is intended that the Company’s current shareholders will retain 7.5% of the post-transaction Company. It is likely that Antipodes Gold would then be rebranded as Antipodes Phosphate.
General & Administration Costs and Transaction Costs
The Company’s ongoing minimalist G&A costs and its transaction costs to plan, prepare and carry out these transactions will be funded by AOR and/or parties associated with it. It is intended that AXG issue fully paid ordinary shares to AOR to discharge the resultant debt.
Antipodes CEO Thomas Rabone commented: “We are pleased to be presenting this deal to our shareholders. Potentially, it allows the company to meet its debts while providing our investors with a new shareholding and a new direction. As an NZ-listed minerals portfolio company, Aorere will be positioned, as the new holder of our gold projects, to maintain and develop their encouraging potential – and this transfer is designed to provide AOR stock to our current investors to still participate in that opportunity.
Plus, by undertaking a takeover for Chatham Rock Phosphate, the ongoing holders of AXG stock will gain an additional investment position – in an experienced junior resource company that is evolving to adopt a more diversified strategy.
This proposed transaction allows for the better realization of value from the Company. We consider it to be in the best interests of the shareholders of all three companies, and will be welcoming our own shareholders’ feedback.”
- Aorere and CRP are arm’s length parties. Mr Henderson, a director of the Company joined the AOR board of directors in 2014.
- There is no formal letter or agreement with CRP in respect of the proposed takeover offer. The takeover offer will be made under the New Zealand Takeover Code by the Company directly to the 800+ shareholders of CRP. CRP is in favour of the takeover.
- An exemption or waiver to the requirement for a Sponsor will be sought from the TSX.
- Completion of the transaction is subject to a number of conditions, including Exchange acceptance and disinterested Shareholder approval. The transaction cannot close until the required Shareholder approval is obtained. There can be no assurance that the transactions will be completed as proposed or at all.
- Investors are cautioned that, except as disclosed in the Management Information Circular or Filing Statement, to be prepared in connection with the transaction, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon.
- Trading in the securities of Antipodes Gold Limited should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Chatham Rock Phosphate is an NZ-listed mineral exploration company, focused on the development and exploration of a marine phosphorite deposit offshore New Zealand. CRP holds a Mining Permit of approximately 820km2 in respect of the Chatham Rise Phosphorite Deposit located in the offshore Exclusive Economic Zone of New Zealand. CRP has announced a decision to evolve from its single project focus into a more diversified company, focusing on both on- and offshore phosphate projects. For more information, visit www.rockphosphate.co.nz
Aorere Resources, which holds approximately 8% of CRP, is an NZ-listed portfolio investment company, focused on selected New Zealand early stage oil, gas and minerals projects.
Aorere is capitalising on the networks developed and experience gained from establishing and managing Chatham Rock Phosphate, to develop a revised investment portfolio that is proposed to now include AXG’s gold permit interests. For more information, visit aorereresources.co.nz
Antipodes Gold has been focused on establishing gold resources in New Zealand’s Hauraki region – host to low-sulphidation epithermal gold-silver deposits including the Newmont-owned Martha gold mine. For more information on the Company’s properties, and to subscribe to further news updates, please visit antipodesgold.co.nz.
President and Chief Executive Officer
+64 22 649 9690
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) nor New Zealand Exchange Limited has reviewed this release and neither accepts responsibility for the adequacy or accuracy of this release.