Key points
- The company issued 2,764,003 units at five Canadian cents each for gross proceeds of $138,200.15 (Canadian).
- Each unit consists of one common share plus one warrant exercisable at 10 cents for two years from issuance.
- General Research GmbH acquired 1,581,670 units, bringing its holding to 11,960,264 shares, or 10.66 per cent of the company.
- The securities are subject to a hold period under Canadian securities law until Nov. 25, 2025.
Further to the news release dated June 12, 2025, Chatham Rock Phosphate Ltd. has closed its non-brokered private placement of units by issuing a total of 2,764,003 units at a price of five Canadian cents per unit (six New Zealand cents or 5.7 Australian cents) for aggregate gross proceeds of $138,200.15 (Canadian) ($165,840.18 (N.Z.) or $157,548.17 (Australian)).
Each unit consists of one common share of the company and one common share purchase warrant. Each warrant will be exercisable for one common share of the company at a price of 10 cents for two years from the date of issuance. In the event that the common shares of the company trade on the TSX Venture Exchange at a closing price of greater than 15 Canadian cents per common share for a period of 20 consecutive trading days at any time after four months and one day after the closing date of the offering, the company may accelerate the expiry date of the warrants by giving notice to the holders thereof by way of a news release, and, in such case, the warrants will expire on the 30th day after the date of dissemination of such news release.
The securities underlying the units are subject to a hold period under applicable Canadian securities laws until Nov. 25, 2025. The offering is still subject to final approval of the exchange. No finders’ fees were paid in connection with the offering. The company intends to use the net proceeds from the offering for general working capital.
Certain insiders of the company acquired units under the offering. Such participation was considered to be related-party transactions within the meaning of exchange Policy 5.9 and Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) adopted in Policy 5.9. The company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related-party participation in the offering as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves the related parties, exceeded 25 per cent of the company’s market capitalization (as determined under MI 61-101).
In connection with the closing of the offering, General Research GmbH acquired 1,581,670 units of the company. GRG’s sole director and shareholder is Georg Hochwimmer, who is also a director of the company. When combined with its holdings prior to the offering, GRG now owns a total of 11,960,264 shares of the company, which are 10.66 per cent of the company’s issued and outstanding shares. GRG also holds warrants to acquire a further 6,261,670 shares, which, when combined with its current shareholdings (assuming exercise of all of its warrants), would result in total shareholdings of 18,221,934 shares of the company, or 15.38 per cent of the total issued shares of the company on a partially diluted basis.
GRG/Mr. Hochwimmer intends to hold the shares for investment purposes. Depending upon market conditions and other factors, they may from time to time acquire additional securities of the company on the open market or through private acquisitions, sell some or all of their existing shareholdings in the company in accordance with applicable securities laws, or continue to hold its current position.
