Crp Proposes Amendments to Private Placement and Previously Issued Warrant Terms

Key points

  • The company will seek TSX-V approval to extend expiry on 442,293 warrants from 2017, 1,172,885 from June 2018 and 381,780 from August 2018 to five years from issuance.
  • The 2017 warrants’ exercise price would drop from $1 to 45 cents per share and their forced conversion trigger price from $1.20 to 60 cents.
  • Warrants tied to the private placement announced Jan. 30, 2019 would have their term extended from two years to five years from closing.
  • None of the 2017, June 2018 or August 2018 warrants have been exercised to date.

Chatham Rock Phosphate Ltd. intends to make application to the TSX Venture Exchange to amend the terms of 442,293 share purchase warrants issued in 2017, 1,172,885 warrants issued in June, 2018, and 381,780 warrants issued in August, 2018. The purpose of the amendments is to extend the expiry date of the previously issued warrants to that date which is five years from the respective dates of issuance of the warrants.

In addition, the company announces that the term of the warrants to be issued pursuant to the private placement announced on Jan. 30, 2019, will be amended from two years to five years from the closing date of the private placement. All other terms of the private placement remain unaltered.

The warrant terms are proposed to be changed in order to better ensure that they can be exercised after the achievement of key future milestones, including the grant of the environmental permit and the commencement of dredging operations.

2017 warrants

Pursuant to a private placement completed by the company in June, 2017, the company issued the 2017 warrants, which are exercisable at a price of $1 per common share and expire on June 27, 2019. The 2017 warrants also contain a forced conversion provision entitling the company to advance the expiry date in the event that closing market price for the company’s common shares on the TSX Venture Exchange is greater than $1.20 per share for a period of 20 consecutive trading dates (the forced conversion trigger price). None of the 2017 warrants have to date been exercised.

The company proposes to reduce the exercise price of the 2017 warrants from $1 per common share to 45 cents per share and to extend the expiry date from June 27, 2019, to June 27, 2022, being five years from the date of issuance of the 2017 warrants. The company also proposes to reduce the forced conversion trigger price from $1.20 per share to 60 cents to make it consistent with the forced conversion trigger price in the June, 2018, warrants, the August, 2018, warrants and the warrants to be issued in connection with the current private placement being undertaken by the company.

June, 2018, warrants

Pursuant to a private placement completed by the company in June, 2018, the company issued the June, 2018, warrants which are exercisable at a price of 45 cents per common share and expire on June 13, 2020. The company proposes to extend the expiry date of the June, 2018, warrants from June 13, 2020, to June 13, 2023, being five years from the date of issuance of the June, 2018, warrants. None of the June, 2018, warrants have to date been exercised.

August, 2018, warrants

Pursuant to a private placement completed by the company in August, 2018, the company issued the August, 2018, warrants which are exercisable at a price of 45 cents per common share and expire on June 13, 2020. The company proposes to extend the expiry date of the June, 2018, warrants from June 13, 2020, to Aug. 24, 2023, being five years from the date of issuance of the August, 2018, warrants. None of the August, 2018, warrants have to date been exercised.

The proposed amendments to the warrants as summarized herein are subject to the acceptance of the TSX-V.

About Chatham Rock Phosphate

Ltd.

Chatham Rock Phosphate is the custodian of New Zealand’s only material resource of ultralow cadmium, environmentally friendly pastoral phosphate fertilizer.

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