Chatham Rock proposes reverse listing wider mandate

Chatham Rock Phosphate, which was turned down for a consent for seabed mining, has proposed a deal with associate Aorere Resources which would turn Chatham into a dual-listed company via a reverse listing.

Under the proposal, Aorere would acquire the core assets of Antipodes Gold, whose wholly owned Glass Earth (New Zealand) holds an interest in two Waihi gold prospects with Newmont Mining Corp, for $800,000 in shares and $200,000 cash.

Antipodes, which is listed on the Toronto Venture Stock Exchange and the NZAX, would then distribute the Aorere shares to its own shareholders, leaving a dual-listed shell that would offer to acquire all of the shares in Chatham Rock. Existing shareholders of Chatham Rock would own about 92.5 percent of the merged entity, based on their expected relative values at the time of the takeover, said Chatham Rock chief executive and shareholder Chris Castle. Antipodes would then be renamed Antipodes Phosphate.

"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," Castle said. "Other marine mining opportunities involving other commodities will also be evaluated by our team."

That would be "significantly easier" if Chatham Rock was listed on the Toronto exchange, which already has a strong representation from mining and fertiliser companies, he said. Castle had previously planned to list Chatham Rock in either Canada or Australia in its own right.

The takeover of Chatham Rock, details of which haven't been completed, would require the approval of 70 percent of shareholders.

Antipodes Phosphate would acquire new projects by issuing equity, said Castle, who is also managing director and a shareholder of Aorere. Both Chatham Rock and Aorere list their address as the Onekaka, Golden Bay, home of Castle and his partner and fellow shareholder Linda Sanders.

Chatham Rock shares fell 6.3 percent to 1.5 cents, having tumbled from 20 cents before its seabed mining application was rejected in February. Aorere shares, which trade infrequently, were last at 0.3 cent and have tumbled 78 percent in the past year. Antipodes was last at 2 cents and has dropped 82 percent in the past 12 months. The combined market value of the three companies on the NZX is about $6.1 million.