NZX Market Announcement

21 May 2015

NZX Market Announcement

Antipodes Transaction Update

Following the announcement on 1 April 2015 of its proposed business restructure Chatham Rock Phosphate (CRP) has now entered into a formal loan agreement with Antipodes Gold Limited (AXG).

Under this agreement, CRP will make an interest-free, unsecured loan to AXG, in order for it to meet its share of the transaction costs, and to cover interim general expenditure.

AXG is now preparing to lodge relevant initial documents with the TSX Venture Exchange (TSX.V), and will provide a further update upon their review.

Transactions Summary

AXG’s business assets are comprised solely of minority interests in gold exploration permits, held by its New Zealand subsidiary through two joint venture agreements with neighboring mining operator Newmont Waihi Gold Limited ("Waihi Gold"). Unable to raise capital for development of these assets, AXG’s financial position has demanded a restructure to realise the current value of its business assets and remaining company structure.

The transactions proposed are in two steps, both subject to the satisfaction of conditions:

AXG will first sell its New Zealand subsidiary, containing its business assets, to Aorere Resources Limited ("AOR"), subject to exercise by Waihi Gold of its pre-emptive rights.

The second step will then be for AXG, now a listed shell, to undertake a reverse take-over by offering newly-issued capital to CRP's shareholders (which include AOR), and leaving AXG’s current shareholders with a residual stake in the post-transaction company.

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