Key points
- The private placement consists of up to 3.5 million units priced at five cents each.
- Each unit includes one common share and one warrant exercisable at 10 cents for two years from issuance.
- Gross proceeds could total up to $175,000 in Canadian dollars, $210,000 in New Zealand dollars or $199,500 in Australian dollars.
- Certain directors, officers and other insiders of the company are expected to acquire units under the offering.
CHATHAM ANNOUNCES NON-BROKERED PRIVATE PLACEMENT
Chatham Rock Phosphate Ltd. has arranged a non-brokered private placement consisting of up to 3.5 million units at a price of five cents (six New Zealand cents or 5.7 Australian cents) per unit for aggregate gross proceeds of up to $175,000 ($210,000 (New Zealand) or %199,500 (Australian).
Each unit will consist 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 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 closing date will be on such later date as the company may determine and is subject to the receipt of all necessary approvals, including the approval of the exchange. The units to be issued under the offering will be subject to a hold period under applicable Canadian securities laws until four months and one day after the closing of the offering.
It is anticipated that certain directors, officers and other insiders of the company will acquire units under the offering. Such participation will be considered to be related party transactions within the meaning of TSX-V Policy 5.9 and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, adopted in Policy 5.9. The company intends to rely 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, is expected to exceed 25 per cent of the company’s market capitalization (as determined under MI 61-101).
The company intends to use the net proceeds from the offering for general working capital.
