WELLINGTON, New Zealand,
Nov. 22, 2018 /CNW/ - 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.
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.
SOURCE Chatham Rock Phosphate