Share Purchase Plan

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SHARE PURCHASE PLAN



OFFER BOOKLET

2 July 2018
















This Offer Document is prepared in reliance upon clause 19 of Schedule 1 of the FMCA for an offer of up
to 38,980,000 ordinary shares and 19,490,000 warrants to acquire ordinary shares in Chatham Rock
Phosphate Limited.

CRP is subject to a continuous discosure obligation that requires it to notify certain material
information to NZX for the purpose of that information being made available to participants in the NZX
Alternative Market operated by NZX. Market releases by CRP including its audited financial statements
for the year ending 31 March 2018, are available at www.nzx.com under ticker code CRP or at the
website www.rockphosphate.co.nz/ .

If you have sold your Shares in Chatham Rock Phosphate Limited before 5pm on 29 June 2018 please
send this booklet and the enclosed application form to the NZX Firm or other person through whom
you made the sale requesting that they forward the documentation to the Purchaser. Only persons that
hold Chatham Rock Phosphate Limited Shares at 5pm on 29 June 2018 will be eligible to participate in
this Share Purchase Plan.

If you have any queries regarding this Offer you should Chatham Rock Phosphate Limited or your own
NZX Firm, legal or financial adviser.

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Dear Shareholder

Share Purchase Plan

On behalf of the Directors of Chatham Rock Phosphate Limited (CRP), I am pleased to offer you
an opportunity to participate in a Share Purchase Plan (SPP), where you can apply for up to
20,000 Units. Each Unit comprises of one (1) New Share in CRP and one half (0.5) of a Warrant
to acquire a Share in CRP. The issue price is NZD$0.264c per Unit.

Capital and Re-Application Progress

CRP recently closed a private placement of 2,345,771 Units for gross proceeds of CDN$586,443,
the latest in a series of such offers raising a total of CDN$870,000 in the past 12 months. The
Company intends to primarily use the net proceeds raised from those placements and in this
offering to advance the re-application for a marine consent for its offshore rock phosphate mining
project in New Zealand territorial waters.

We recently announced that the formal re-application process had commenced, with the first step
being the preparation of an environmental scoping document that is expected to be completed
and submitted to the Environmental Protection Authority (EPA) in November 2018. This will be
reviewed by key stakeholders, as well as by independent experts retained by the EPA. The
feedback from those reviews (expected to be a significant milestone) will guide Chatham towards
the delivery of a marine consent application that is consistent with the expectations of regulators,
other government agencies and Maori and community stakeholders.

The preparation of the final application is expected to take at least a year, due to the need to
update a large number of supporting scientific reports, the likelihood that more environmental
data will need to be gathered from the permit area and the need for a comprehensive stakeholder
engagement process. During that period (calendar 2019) Chatham will need to raise further
funds (in addition to the funds raised in this offering) to complete the application. The marine
consent application is likely to be filed in early 2020 and by then Chatham will need to have
sourced the funds required to pay for all the hearing costs including those of the EPA.

SPP Terms

The Directors have determined that this offer will be for Shares and Warrants that are combined
in Units of 1 New Share and 0.5 of a Warrant to buy New Shares (subject to the Warrant Exercise
Conditions). The full terms of the Warrants are included in this Offer Booklet.

The maximum number of Units available under this SPP is 38,980,000 Units. Eligible
Shareholders may apply for a minimum of 2,000 Units and up to 20,000 Units. If an Eligible
Shareholder wishes to subscribe for more than 20,000 Units they may apply for more Units
through the Oversubscription Facility (which in the event of excess demand may be subject to
scaling in the manner described at clause 3.2 of this Booklet).

The full terms and conditions of this SPP and how you can participate in it are contained in this
Offer Booklet. You are encouraged to read these terms and conditions in their entirety before you
decide whether to participate.

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If you choose to apply for Units under this SPP, please complete the enclosed personalised
Application Form and return the Application Form to CRP’s share registry together with a cheque
or direct debit payment for your application monies.

On behalf of the Directors, I thank you for your support of CRP and invite you to consider this
opportunity to participate in our growth.

Yours sincerely



Robert Goodden
Chairman

WARNING

There is a risk to Eligible Shareholders that the market price for Shares may change between the
Record Date, the date that you apply for Units under this SPP and the Allotment Date. A change
in market price during this period will not affect the Issue Price. The Issue Price may be greater or
less than the market price of the Shares at the time of the allotment of New Shares to you.

If the market price of Shares falls below the Issue Price then an investor in this SPP may
experience a fall in value of their New Shares after they are allotted. Alternatively if the market
price of Shares rises above the Issue Price then such investors may experience a capital gain
from the New Shares after they are allotted.

HOW ELIGIBLE SHAREHOLDERS CAN PARTICIPATE IN THIS SPP

Shareholders have the following options under this SPP with the issue price per Unit being
NZ$0.264 under each of the subscription options:

 Oversubscription: Subscribe for 20,000 Units (NZ$5,280) and apply for such additional
number of Units as you wish at NZD$0.264 per Unit through the Oversubscription Facility
(which may be subject to scaling).

 Full Application: Subscribe for 20,000 Units (NZ$5,280). Your application will not be
scaled.

 Specified Application: Subscribe for between 2,000 Units (NZ$528) and 20,000 Units
(NZ$5,280) Your application will not be scaled and any Units not applied for will form part
of the Oversubscription Facility.

 Minimum Application: Subscribe for the minimum application amount under this SPP of
2,000 Units (NZ$528). Your application will not be scaled and any Units not applied for
from your allocation of 20,000 Units will form part of the Oversubscription Facility.

 No Application: Do nothing and your ability to apply for Units under this SPP will lapse.
Your allocation of 20,000 Units will form part of the Oversubscription Facility.

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SPP TIMETABLE

Event Date
Record Date (5pm) Friday 29 June 2018
SPP opens and Offer Booklet sent to Eligible
Shareholders
Monday 2 July 2018
Closing Date for SPP Friday 20 July 2018
Allotment of New Shares On or before Friday 27 July 2018
Holding statements sent to Shareholders On or before Friday 27 July 2018


TERMS AND CONDITIONS

Capitalised terms have the meaning attributed to them in the Glossary at the end of this booklet.

1. Eligible Shareholders
1.1 You may participate in this SPP only if you are an Eligible Shareholder. An Eligible
Shareholder is a person who, at 5.00pm on the Record Date, was recorded in CRP’s
share register as being a registered holder of Shares and is resident in New Zealand.
1.2 Joint holders of Shares are taken to be a single registered holder of Shares for the
purposes of determining whether they are an Eligible Shareholder and the certification
on the Application Form is taken to have been given by all of them.
1.3 If you are an Eligible Shareholder, your right to participate in this SPP is personal to you
and non-renounceable.
1.4 CRP reserves the right to extend this SPP to Shareholders in a jurisdiction outside New
Zealand in circumstances where it considers that so extending the offer will not breach
the legal requirements of that jurisdiction.
2. Issue Price and Units
2.1 The Issue Price for Units under this SPP is NZD$0.264 per Unit.
2.2 Each Unit consists of one (1) New Share and one half (0.5) of a Warrant. If an
Application would result in the in a fraction of a Warrant being issued on the Allotment
Date, the number of Warrants allotted will be rounded down to the nearest whole
number.
2.3 If you are an Eligible Shareholder you have the options available to participate or not
participate in this SPP as are outlined on the preceding page of this Offer Booklet.
2.4 CRP has limited the number of Units available under this SPP to 38.98 million
(Maximum Number), having an aggregate value of NZD$10,290,000 at the Allotment
Date.

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3. Oversubscription Facility
3.1 Applicants who apply for 20,000 Units may also apply for additional Units at the Issue
Price pursuant to the Oversubscription Facility. Applicants may apply for any number of
Units however the Oversubscription Facility is subject to Shortfall availability.
3.2 In the event that the total number of Units for which Oversubscription Facility
applications are received exceed the total number of Units in the Oversubscription
Facility, CRP will scale back applications pro-rata (by reference to the number of Units
applied for) by applying the following formula:
Y = (B ÷ A) x N
Where:
Y is the number of scaled back Units that an Eligible Shareholder will be
allotted from the Oversubscription Facility.
B is the aggregate number of Units available in the Oversubscription
Facility.
A is the aggregate number of Units applied for in the Oversubscription
Facility.
N is the number of Units applied for by an Eligible Shareholder from the
Oversubscription Facility prior to scaling.
If the calculation above produces a fractional number, the number of Units you will be
allotted will be rounded down to the nearest whole number of Units. If a scale back is
applied, application monies received may be greater than the value of the Units actually
allotted. The difference between the value of the Units allotted and application monies
received will be refunded to applicants within 10 Business Days of the Closing Date. No
interest will be paid on refunded monies.
4. Custodian
4.1 Any Eligible Shareholder that:
(a) is a trustee corporation or a nominee company and holds Shares in CRP by
reason only of acting for another person in the ordinary course of business of
that trustee corporation or nominee company; or
(b) holds Shares in CRP by reason only of being a bare trustee of a trust to which
the Shares are subject,
is a custodian (Custodian) under this SPP.
4.2 Custodians may apply to purchase more than 20,000 Units under this SPP without
having to apply through the Oversubscription Facility but only up to the total value of
Units applied for by each beneficial owner for which the Custodian acts as a Custodian.
Custodians may confirm to CRP that they are holding Shares as a Custodian for
beneficial owners by providing the written certification to CRP described in clause 4.3
below. Each beneficial owner may direct the Custodian to apply on behalf of that
beneficial owner for one of the parcels described in clause 2.3. A separate Application

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Form must be completed for each beneficial owner. Where two or more beneficial
holders (in respect of Units held in the name of a Custodian) are the same natural
person, only one application per natural person may be made by a Custodian.
4.3 If a Custodian applies to purchase Units on behalf of a beneficial owner, the Custodian
must certify to CRP in writing together with the application:
(a) that the Custodian holds Shares directly or indirectly as a Custodian for
beneficial owners;
(b) the number of those beneficial owners;
(c) in respect of each of the beneficial owners, how many Units the beneficial
owner or the beneficial owner’s agent has instructed the Custodian to accept
on behalf of that beneficial owner; and
(d) that the beneficial owner on whose behalf the Custodian is submitting an
application is not making an application themselves as an Eligible Shareholder
for Units under this SPP, and no other Custodian is submitting an application
under the SPP for that beneficial owner.
5. Completing the Application Form and Paying for Shares
5.1 If you wish to participate in this SPP, you must complete the Application Form and
provide payment in accordance with the instructions on the Application Form. Cheques
must be drawn on a New Zealand bank account and be for immediate value. You may
lodge your application (together with payment) directly with CRP’s share registrar, Link
Market Services Limited (Link).
5.2 To be valid, applications must be received by Link by 5.00pm on 20 July 2018.
Application Forms received after that date will only be accepted at CRP’s discretion.
5.3 Application Forms should be sent, together with payment by cheque (made out to
“Chatham Rock Phosphate Limited”) or direct debit in accordance with the instructions
on the Application Form.
5.4 Subject to applicable law or regulation the Board of CRP may, at its sole discretion
extend or bring forward the Closing Date. Any such change will be communicated to
shareholders through CRP making a market announcement to NZX.
6. CRP’s Discretion to Accept or Reject Applications
6.1 CRP has discretion to accept or reject your application to purchase Units under this
SPP, including (without limitation) if:
(a) your Application Form is incorrectly completed, incomplete or otherwise
determined by CRP to be invalid;
(b) your cheque or direct debit is dishonored or has not been completed correctly;
(c) the cheque that you enclose with your Application Form or your bank deposit
is not in New Zealand dollars for the exact amount of the parcel that you have
selected on the Application Form;

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(d) your Application Form is received after the Closing Date. While CRP has
discretion to accept late Application Forms and payment, there is no
assurance that it will do so;
(e) CRP believes that you are not an Eligible Shareholder or Custodian; or
(f) CRP considers that your application does not comply with these terms and
conditions.
6.2 Where CRP rejects an application under the terms and conditions of this SPP, any
application monies received in respect of the rejected application will be refunded to the
affected applicants within 10 Business Days of the Closing Date. No interest will be paid
on any such refunded monies.
7. Significance of Sending in an Application
7.1 If you apply to participate in the SPP by completing and returning the Application Form:
(a) your application, on these terms and conditions, will be irrevocable and
unconditional (i.e. cannot be withdrawn);
(b) you certify to CRP that you are an Eligible Shareholder entitled to apply for
Units under these terms and conditions;
(c) you agree to be bound by the constitution of CRP;
(d) you authorise CRP (and its officers or agents) to correct any error in, or
omission from, your Application Form and to complete the Application Form by
the insertion of any missing details;
(e) you acknowledge that CRP may at any time irrevocably determine that your
Application Form is valid, in accordance with these terms and conditions, even
if the Application Form is incomplete, contains errors or is otherwise defective;
(f) you accept the risk associated with any refund that may be despatched to you
by cheque to your address shown on CRP’s share register;
(g) you agree to indemnify CRP for, and to pay to CRP within five business days
of demand, any dishonor fees or other costs CRP may incur in presenting a
cheque or direct debit for payment which is dishonored;
(h) you acknowledge that none of CRP, its advisers or agents has provided you
with investment advice or financial product advice, and that none of them has
an obligation to provide advice concerning your decision to apply for and
purchase Units under this SPP;
(i) you acknowledge the risk that the market price for the Shares may change
between the Record Date, the date that you apply for Units under this SPP
and the Allotment Date. A change in market price during this period will not
affect the Issue Price but may affect the value of the Units you receive under
this SPP;
(j) you acknowledge that CRP is not liable for any exercise of its discretions
referred to in these terms and conditions; and

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(k) you irrevocably and unconditionally agree to these terms and conditions and
agree not to do any act or thing which would be contrary to the spirit, intention
or purpose of this SPP.
7.2 If a Custodian applies to purchase Units under this SPP for a beneficial owner pursuant
to clause 4.2, the matters referred to in clause 7.1 will be taken to be given by each
beneficial owner on whose behalf the Custodian is applying to purchase Units.
8. The Shares
8.1 New Shares issued under this SPP will rank equally with each other and will have the
same voting rights, dividend rights and other entitlements as existing fully paid Shares
in CRP.
9. The Warrants
9.1 Each Warrant entitles the holder to acquire 1 Share at a price of CDN$0.45 per Share
at any time prior to the date that is two years from the date of issuance of the Warrant
(the Warrant Expiry Date). However, if Shares trade on the TSX Venture Exchange at
a closing price of greater than CDN$0.60 per Share for a period of 20 consecutive
trading days at any time after four months and one day after the closing date of this
SPP, the Company may terminate the Warrants prior to the Warrant Expiry Date by
giving notice to the holders of the Warrants by way of a news release and in such case
the Warrants will expire on the 30th day after the date of dissemination of the news
release.
9.2 Where an application for Units would result in a fraction of a Warrant being issued, the
number of Warrants issued in aggregate will be rounded down to the nearest whole
number.
9.3 All Warrants will be issued on the terms of issue set out in this Offer Booklet.
10. Financial Statements
10.1 You may obtain free of charge the most recent annual report and financial statements of
CRP by contacting CRP (see the Company Directory for details), or you may download
these reports from the CRP website at www.rockphosphate.co.nz/.
11. Amendments to the SPP and Waiver of Compliance
11.1 Notwithstanding any other term or condition of this SPP and/or the Application Form,
CRP may, at its discretion:
(a) make non-material modifications to this SPP or such terms and conditions (in
which applications for Units under this SPP will remain binding on the
applicant notwithstanding such modification and irrespective of whether an
Application Form was received by Link before or after such modification is
made); and/or
(b) suspend or terminate this SPP at any time prior to the allotment of the Units
under this SPP. If this SPP is terminated, application monies will be refunded
to applicants within 10 Business Days of the Offer being withdrawn. No
interest will be paid on refunded monies.

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11.2 Subject to law and the Listing Rules, CRP reserves the right to waive compliance with
any provision of these terms and conditions. If CRP waives compliance with any
provision of these terms and conditions, such waiver will apply to all Eligible
Shareholders.
12. Governing Law
12.1 These terms and conditions shall be governed by and construed in accordance with the
laws of New Zealand.
13. Dispute Resolution
13.1 If any dispute arises in connection with this SPP, CRP may settle it in any manner it
thinks fit. It may do so generally or in relation to any particular participant, application or
Share. CRP’s decision will be final and binding.
14. Inconsistency
14.1 Unless otherwise determined by the Directors, in the event of any inconsistency
between the terms and conditions of this SPP and CRP’s constitution, CRP’s
constitution shall prevail.

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TERMS AND CONDITIONS OF WARRANTS

ARTICLE 1
INTERPRETATION
1.1 Definitions
In these Terms and Conditions, unless there is something in the subject matter or context
inconsistent therewith:

(a) "Common Shares" means the common shares in the capital of the Company to be
issued pursuant to the exercise of Warrants;
(b) "Company" means Chatham Rock Phosphate Limited unless and until a successor
corporation shall have become such in the manner prescribed in Article 6, and thereafter
"Company" shall mean such successor corporation;
(c) "Company's Auditors" means an independent firm of accountants duly appointed as
auditors of the Company;
(d) "Exchange" means the TSX Venture Exchange or such other stock exchange on which
the Company's Common Shares are listed and posted for trading;
(e) "Exercise Price" means the price of CDN$0.45 per common share;
(f) "Expiry Time" means 4:30 p.m. (Wellington time) on June 13, 2020, unless this Warrant
is earlier terminated under the provisions of Section 3.5 below;
(g) "herein", "hereby" and similar expressions refer to these Terms and Conditions as the
same may be amended or modified from time to time; and the expression "Article" and
"Section" followed by a number refer to the specified Article or Section of these Terms
and Conditions;
(h) "Issue Date" means the Allotment Date;
(i) "person" means an individual, corporation, partnership, trustee or any unincorporated
organization and words importing persons have a similar meaning; and
(j) "Warrant" means a warrant to acquire Common Shares.
1.2 Interpretation Not Affected by Headings
(a) The division of these Terms and Conditions into Articles and Sections, and the insertion
of headings are for convenience of reference only and shall not affect the construction or
interpretation thereof.
(b) Words importing the singular number include the plural and vice versa and words
importing the masculine gender include the feminine and neuter genders.
1.3 Applicable Law
The terms hereof and of the Warrant shall be construed in accordance with the laws of the
Province of British Columbia and the laws of Canada applicable thereto.

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ARTICLE 2
ISSUE OF WARRANT
2.1 Issue of Warrants
That number of Warrants allotted to an Applicant under this SPP are created and authorized to be
issued.

2.2 Additional Warrants
Subject to any other written agreement between the Company and the Warrantholder, the
Company may at any time and from time to time undertake further equity or debt financing and
may issue additional Common Shares, warrants or grant options or similar rights to purchase
Common Shares to any person.

2.3 Warrantholder Not a Shareholder
The Warrant shall not constitute the holder a shareholder of the Company, nor entitle it to any
right or interest in respect thereof except as may be expressly provided in the Warrant.

ARTICLE 3
EXERCISE OF THE WARRANT
3.1 Method of Exercise of the Warrant
The right to purchase Common Shares conferred by the Warrant may be exercised, prior to the
Expiry Time, by the holder submitting a duly completed and executed exercise form substantially
in the form attached hereto as a Schedule and cash or a certified cheque payable to or to the
order of the Company, at par in Wellington, New Zealand, for the Exercise Price applicable at the
time in respect of the Common Shares subscribed for in lawful money of Canada, to the
Company.

3.2 Effect of Exercise of the Warrant
(a) Upon payment as aforesaid the Common Shares so subscribed for shall be issued as
fully paid and non-assessable shares and the holder shall become the holder of record of
such Common Shares on the date of such payment; and
(b) Within five business days after payment as aforesaid, the Company shall forthwith cause
the issuance to the holder of the Common Shares purchased as aforesaid.
3.3 Expiration of the Warrant
After the Expiry Time all rights hereunder shall wholly cease and terminate and the Warrant shall
be void and of no effect.
3.4 Forced Conversion Right
In the event that the common shares of the Company trade on the TSX Venture Exchange at a
closing price of greater than CDN$0.60 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 private placement,
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 the news release.

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3.5 Warrants for Fractions of Shares
To the extent that the holder is entitled to receive on the exercise or partial exercise thereof a
fraction of a Common Share, such right may be exercised in respect of such fraction only in
combination with another Warrant which in the aggregate entitle the holder to receive a whole
number of Common Shares.
ARTICLE 4
ADJUSTMENTS
4.1 Adjustments
The number of Common Shares purchasable upon the exercise of each Warrant and the
Exercise Price shall be subject to adjustment as follows:

(a) in the event the Company shall:
(i) pay a dividend in Common Shares or make a distribution in Common Shares;
(ii) subdivide its outstanding Common Shares;
(iii) combine its outstanding Common Shares into a smaller number of Common
Shares; or
(iv) issue by reclassification of its Common Shares other securities of the Company
(including any such reclassification in connection with a consolidation, merger,
amalgamation or other combination in which the Company is the surviving
corporation);
the number of Common Shares (or other securities) purchasable upon exercise of each
Warrant immediately prior thereto shall be adjusted so that the Warrantholder shall be
entitled to receive the kind and number of Common Shares or other securities of the
Company which it would have owned or have been entitled to receive after the happening
of any of the events described above, had such Warrant been exercised immediately
prior to the happening of such event or any record date with respect thereto. An
adjustment made pursuant to this subsection (a) shall become effective immediately after
the effective date of such event retroactive to the record date, if any, for such event.
(b) In case the Company shall issue rights, options or warrants to all or substantially all
holders of its outstanding Common Shares, without any charge to such holders, entitling
them (for a period within 45 days after the record date mentioned below) to subscribe for
or purchase Common Shares at a price per share which is lower than 95% of the current
market price at the record date mentioned below than the then current market price per
Common Share (as determined in accordance with subsection (d) below), the number of
Common Shares thereafter purchasable upon the exercise of each Warrant shall be
determined by multiplying the number of Common Shares theretofore purchasable upon
exercise of each Warrant by a fraction, of which the numerator shall be the number of
Common Shares outstanding on the date of issuance of such rights, options or warrants
plus the number of additional Common Shares offered for subscription or purchase, and
of which the denominator shall be the number of Common Shares outstanding on the
date of issuance of such rights, options or warrants plus the number of shares which the
aggregate offering price of the total number of Common Shares so offered would
purchase at the current market price per Common Share at such record date. Such
adjustment shall be made whenever such rights, options or warrants are issued, and

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shall become effective immediately after the record date for the determination of
shareholders entitled to receive such rights, options or warrants.
(c) In case the Company shall distribute to all or substantially all holders of its Common
Shares evidences of its indebtedness or assets (excluding cash dividends or distributions
payable out of consolidated earnings or earned surplus and dividends or distributions
referred to in subsection (a) above or in subsection (d) below or rights, options or
warrants, or convertible or exchangeable securities containing the right to subscribe for or
purchase Common Shares (excluding those referred to in subsection (b) above)), then in
each case the number of Common Shares thereafter purchasable upon the exercise of
each Warrant shall be determined by multiplying the number of Common Shares
theretofore purchasable upon the exercise of each Warrant by a fraction, of which the
numerator shall be the then current market price per Common Share (as determined in
accordance with subsection (d) below) on the date of such distribution, and of which the
denominator shall be the then current market price per Common Share less the then fair
value (as determined by the board of directors of the Company, acting reasonably) of the
portion of the assets or evidences of indebtedness so distributed or of such subscription
rights, options or warrants, or of such convertible or exchangeable securities applicable
to one Common Share. Such adjustment shall be made whenever any such distribution
is made, and shall become effective on the date of distribution retroactive to the record
date for the determination of shareholders entitled to receive such distribution.
(d) In the event of the distribution by the Company to all or substantially all of the holders of
its Common Shares of shares of a subsidiary or securities convertible or exercisable for
such shares, then in lieu of an adjustment in the number of Common Shares purchasable
upon the exercise of each Warrant, the Warrantholder of each Warrant, upon the
exercise thereof, shall receive from the Company, such subsidiary or both, as the
Company shall reasonably determine, the shares or other securities to which such
Warrantholder would have been entitled if such Warrantholder had exercised such
Warrant immediately prior thereto, all subject to further adjustment as provided in this
section 4.1 provided, however, that no adjustment in respect of dividends or interest on
such shares or other securities shall be made during the term of a Warrant or upon the
exercise of a Warrant.
(e) For the purpose of any computation under subsections (b) and (c) of this section 4.1, the
current market price per Common Share at any date shall be the weighted average price
per Common Share for twenty-five (25) consecutive trading days, commencing not more
than 45 trading days before such date on the stock exchange on which the Common
Shares are then traded; provided if the Common Shares are then traded on more than
one stock exchange, then on the stock exchange on which the largest volume of
Common Shares were traded during such twenty-five (25) consecutive trading day
period. The weighted average price per Common Share shall be determined by dividing
the aggregate sale price of all Common Shares sold on such exchange or market, as the
case may be, during the said twenty-five (25) consecutive trading days by the total
number of shares so sold. For purposes of this subsection (d), trading day means, with
respect to a stock exchange, a day on which such exchange is open for the transaction of
business. Should the Common Shares not be listed on any stock exchange the current
market price per Common Share at any date shall be determined by the board of
directors of the Company, acting reasonably.
(f) In any case in which this Article 4 shall require that any adjustment in the Exercise Price
be made effective immediately after a record date for a specified event, the Company
may elect to defer until the occurrence of the event the issuance, to the holder of any
Warrant exercised after that record date, of the Common Shares and other shares of the
Company, if any, issuable upon the exercise of the Warrant over and above the Common

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Shares and other shares of the Company; provided, however, that the Company shall
deliver to the holder an appropriate instrument evidencing the holder's right to receive
such additional shares upon the occurrence of the event requiring such adjustment.
(g) No adjustment in the number of Common Shares purchasable hereunder shall be
required unless such adjustment would require an increase or decrease of at least one
percent (1%) in the number of Common Shares purchasable upon the exercise of each
Warrant; provided, however, that any adjustments which by reason of this subsection (f)
are not required to be made shall be carried forward and taken into account in any
subsequent adjustment. All calculations shall be made to the nearest one-hundredth of a
share.
(h) Wherever the number of Common Shares purchasable upon the exercise of each
Warrant is adjusted, as herein provided, the Exercise Price payable upon exercise of
each Warrant shall be adjusted by multiplying such Exercise Price immediately prior to
such adjustment by a fraction, of which the numerator shall be the number of Common
Shares purchasable upon the exercise of such Warrant immediately prior to such
adjustment, and of which the denominator shall be the number of Common Shares
purchasable immediately thereafter.
(i) No adjustment in the number of Common Shares purchasable upon the exercise of each
Warrant need by made under subsections (b) and (c) if, the Company issues or
distributes to the Warrantholder the rights, options, warrants, or convertible or
exchangeable securities, or evidences of indebtedness or assets referred to in those
subsections which the Warrantholder would have been entitled to receive had the
Warrants been exercised prior to the happening of such event or the record date with
respect thereto.
(j) In the event that at any time, as a result of an adjustment made pursuant to subsection
(a) above, the Warrantholder shall become entitled to purchase any securities of the
Company other than Common Shares, thereafter the number of such other shares so
purchasable upon exercise of each Warrant and the Exercise Price of such shares shall
be subject to adjustment from time to time in a manner and on terms as nearly equivalent
as practicable to the provisions with respect to the Common Shares contained in
subsections (a) through (h), inclusive, above, and the provisions of sections 4.2 through
4.4, inclusive, of this Article 4 with respect to the Common Shares, shall apply on like
terms to any such other securities.
(k) Upon the expiration of any rights, options, warrants or conversion or exchange privileges
granted to all or substantially all of the holders of the Company’s outstanding Common
Shares, if any thereof shall not have been exercised, the Exercise Price and the number
of Common Shares purchasable upon the exercise of each Warrant shall, upon such
expiration, be readjusted and shall thereafter be such as it would have been had it been
originally adjusted (or had the original adjustment not been required, as the case may be)
as if:
(i) the only Common Shares so issued were the Common Shares, if any, actually
issued or sold upon the exercise of such rights, options, warrants or conversion
or exchange rights; and
(ii) such Common Shares, if any, were issued or sold for the consideration actually
received by the Company upon such exercise plus the aggregate consideration,
if any, actually received by the Company for the issuance, sale or grant of all

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15
such rights, options, warrants or conversion or exchange rights whether or not
exercised;
provided further, that no such readjustment shall have the effect of increasing the
Exercise Price or decreasing the number of Common Shares purchasable upon the
exercise of each Warrant by an amount in excess of the amount of the adjustment initially
made with respect to the issuance, sale or grant of such rights, options, warrants or
conversion or exchange rights.
4.2 Voluntary Adjustment by the Company
Subject to requisite Exchange approval, the Company may, at its option, at any time during the
term of the Warrants, reduce the then current Exercise Price to any amount deemed appropriate
by the Board of Directors of the Company.

4.3 Notice of Adjustment
Whenever the number of Common Shares purchasable upon the exercise of each Warrant or the
Exercise Price of such Common Shares is adjusted, as herein provided, the Company shall
promptly send to the Warrantholder by first class mail, postage prepaid, notice of such adjustment
or adjustments.

4.4 No Adjustment for Dividends
Except as provided in section 4.1 of this Article 4, no adjustment in respect of any dividends shall
be made during the term of a Warrant or upon the exercise of a Warrant.

4.5 Preservation of Purchase Rights Upon Merger, Consolidation, etc.
In connection with any consolidation of the Company with, or amalgamation or merger of the
Company with or into, another corporation (including, without limitation, pursuant to a "takeover
bid", "tender offer" or other acquisition of all or substantially all of the outstanding Common
Shares) or in case of any sale, transfer or lease to another corporation of all or substantially all
the property of the Company, the Company or such successor or purchasing corporation, as the
case may be, shall execute with the Warrantholder an agreement that the Warrantholder shall
have the right thereafter, upon payment of the Exercise Price in effect immediately prior to such
action, to purchase upon exercise of each Warrant the kind and amount of shares and other
securities and property which it would have owned or have been entitled to receive after the
happening of such consolidation, amalgamation, merger, sale, transfer or lease had such Warrant
been exercised immediately prior to such action, and the Warrantholder shall be bound to accept
such shares and other securities and property in lieu of the Common Shares to which it was
previously entitled; provided, however, that no adjustment in respect of dividends, interest or
other income on or from such shares or other securities and property shall be made during the
term of a Warrant or upon the exercise of a Warrant. Any such agreement shall provide for
adjustments, which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Schedule "A". The provisions of this Article 4 shall similarly apply to
successive consolidations, mergers, amalgamation, sales, transfers or leases.

4.6 Determination of Adjustments
If any questions shall at any time arise with respect to the Exercise Price, such question shall be
conclusively determined by the Company's Auditors, or, if they decline to so act, any other firm of
Chartered Professionals, in Canada, that the Company may designate and the Warrantholder,
acting reasonably, may approve, and who shall have access to all appropriate records and such
determination shall be binding upon the Company and the holder.

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ARTICLE 5
COVENANTS BY THE COMPANY

5.1 Reservation of Common Shares
The Company will reserve and there will remain unissued out of its authorized capital a sufficient
number of Common Shares to satisfy the rights of acquisition provided for by the Warrants.

ARTICLE 6
MERGER AND SUCCESSORS

6.1 Company May Consolidate, etc. on Certain Terms
Nothing herein contained shall prevent any consolidation, amalgamation or merger of the
Company with or into any other corporation or corporations, or a conveyance or transfer of all or
substantially all the properties and estates of the Company as an entirety to any corporation
lawfully entitled to acquire and operate same, provided, however, that the corporation formed by
such consolidation, amalgamation or merger or which acquires by conveyance or transfer all or
substantially all the properties and estates of the Company as an entirety shall, simultaneously
with such amalgamation, merger, conveyance or transfer, assume the due and punctual
performance and observance of all the covenants and conditions hereof to be performed or
observed by the Company.

6.2 Successor Company Substituted
In case the Company, pursuant to section 6.1 shall be consolidated, amalgamated or merged
with or into any other corporation or corporations or shall convey or transfer all or substantially all
of its properties and estates as an entirety to any other corporation, the successor corporation
formed by such consolidation or amalgamation, or into which the Company shall have been
consolidated, amalgamated or merged or which shall have received a conveyance or transfer as
aforesaid, shall succeed to and be substituted for the Company hereunder and such changes in
phraseology and form (but not in substance) may be made herein as may be appropriate in view
of such amalgamation, merger or transfer.

ARTICLE 7
AMENDMENTS

7.1 Amendment, etc.
This Warrant may only be amended by a written instrument signed by the parties hereto.

ARTICLE 8
MISCELLANEOUS

8.1 Notice
Any notice given under or pursuant to the Warrant will be given in writing and must be delivered,
or mailed by prepaid post, and addressed to the party to which notice is to be given at the
address of the party set out on page one, or at another address designated by the party in writing.
If notice is delivered, it will be deemed to have been given at the time of delivery. If notice is
mailed, it will be deemed to have been received on the fourth business day after and excluding
the date of mailing.

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8.2 Transfer of Warrants
The Warrants are not transferable.

SCHEDULE

EXERCISE FORM
TO: Chatham Rock Phosphate Limited
Terms which are not otherwise defined herein shall have the meanings ascribed to such terms in
the Warrant Certificate held by the undersigned and issued by Chatham Rock Phosphate Limited
(the "Company").
The undersigned hereby exercises the right to acquire __________ Common Shares of the
Company in accordance with and subject to the provisions of such Warrant Certificate and
herewith makes payment of the purchase price in full for the said number of Common Shares.
The Common Shares are to be issued as follows:
Name:

Address in full:



Note: If further nominees are intended, please attach (and initial) a schedule giving these
particulars.
DATED this _____ day of _______________, 201__.

Signature Guaranteed (Signature of Warrantholder)
Print full name
Print full address
Instructions:

1. The registered holder may exercise its right to receive Common Shares by completing
this form and surrendering this form and the Warrant Certificate representing the
Warrants being exercised to the Company.
2. If the Exercise Form indicates that Common Shares are to be issued to a person or
persons other than the registered holder of the Warrant Certificate, the signature of such
holder of the Exercise Form must be guaranteed by an authorized officer of a chartered
bank, trust company or an investment dealer who is a member of a recognized stock
exchange.
3. If the Exercise Form is signed by a trustee, exercise, administrator, curator, guardian,
attorney, officer of a corporation or any person acting in a judiciary or representative
capacity, the certificate must be accompanied by evidence of authority to sign
satisfactory to the Company.

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GLOSSARY
Allotment Date
By 27 July 2018.
Applicant
An investor whose application for Units (and payment of the corresponding Issue
Price) has been received by the Registry prior to the Closing Date.
Application Form
The personalised application form relating to this SPP that you received with this
Offer Booklet, including the instructions on the reverse of that form.
Board
The board of directors of CRP.
Business Day
Has the meaning given to it in the Listing Rules.
Closing Date
5pm 20 July 2018.
CRP
Chatham Rock Phosphate Limited (NZCN 1508940)
Custodian
See clause 4.1 of the Terms and Conditions for the definition of “Custodian”.
Directors
The directors of CRP.
Eligible
Shareholder
Subject to clause 1.4 of the Terms and Conditions, a person who, at 5.00pm on the
Record Date, was recorded in CRP’s share register as being a registered holder of
Shares and is resident in New Zealand.
FMCA
Financial Markets Conduct Act 2013.
Issue Price
The price at which the Units will be issued pursuant to this SPP being NZ$0.264 per
Unit.
Listing Rules
The NZX listing rules applying to the NZX Alternative Market, as amended from
time to time.
New Shares
Up to approximately 38,980,000 fully paid ordinary shares in CRP comprised in the
Units under this Offer and would rank equally in all respects with Shares if issued.
NZAX
The NZX Alternative Market operated by NZX.
NZX
NZX Limited.
Offer
The offer to Eligible Shareholders to subscribe for Units, pursuant to the SPP.
Offer Booklet
This Booklet containing the SPP offer to Eligible Shareholders.
Opening Date
2 July 2018.
Oversubscription
Facility
The facility described on page 5 and comprising of all Units that are Shortfall.
Record Date
5pm on 29 June 2018.
Shares
Ordinary shares of CRP which are, or once allotted under this SPP will be, quoted
on NZAX under the code “CRP”.
Shortfall
Any Units available under this Offer that are not subscribed for by Applicants.
SPP
The Share Purchase Plan detailed in this booklet where Eligible Shareholders may
subscribe for Units at the Issue Price.
Unit
means a bundle consisting of 1 New Share and 0.5 Warrants.
Warrant
means a Warrant to purchase New Shares on the terms and conditions set out in
this Offer Booklet.

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COMPANY DIRECTORY
Chatham Rock Phosphate Limited
C/- Duncan Cotterill
Level 2, Chartered Accountants House
50 Customhouse Quay
Wellington 6011
PO Box 10376
Wellington 6143
Telephone: 021 558 185
Email: chris@crpl.co.nz
Website: http://www.rockphosphate.co.nz/

Directors
Robert Mark Goodden
Robin Keith Halcro Falconer
Christopher David Castle
Jill Elizabeth Hatchwell
Linda Jane Sanders

Share Registrar
Link Market Services Limited
Level 11, Deloitte Centre
80 Queen Street
Auckland 1010
Telephone: +64 9 375 5998
Email: applications@linkmarketservices.co.nz

Legal Advisors
Duncan Cotterill
Level 2, Chartered Accountants House
50 Customhouse Quay
PO Box 10376
Wellington 6143

---

8958381_1



2 July 2018

NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington 6011

Notice of Offer of Same Class Financial Products for Issue

1. Chatham Rock Phosphate Limited (CRP) intends to undertake a share purchase plan
offer of ordinary shares (New Shares) and warrants (Warrants) to its eligible
shareholders (being those holders on the share register on the record date of 5pm,
29 June 2017) (Offer).
2. Pursuant to clause 20 of Schedule 8 of the Financial Markets Conduct Regulations
2014 (Regulations) and clause 19 of Schedule 1 of the Financial Markets Conduct
Act 2013 (FMCA), CRP advises that:
2.1 The Offer is being made in reliance upon the exclusion in clause 19 of
Schedule 1 of the FMCA. CRP is giving this notice (Cleansing Notice) under
clause 20(1)(a) of the Regulations.
2.2 As at the date of this Cleansing Notice, CRP is in compliance with:
2.2.1 the continuous disclosure obligations that apply to it in relation to
CRP’s quoted financial products; and
2.2.2 its “financial reporting obligations” (within the meaning set out in
clause 20(5) of Schedule 8 of the Regulations).
2.3 As at the date of this Cleansing Notice, there is no information that is
“excluded information” within the meaning set out in clause 20(5) of Schedule
8 of the Regulations.
2.4 The potential effects that the Offer and the issue of New Shares and
Warrants will have on the “control” (within the meaning of clause 48 of
Schedule 1 of the FMCA) of CRP and the consequences of those effects are
as follows:
2.4.1 The Offer is limited to 38,980,000 Shares and 19,490,000 Warrants
(Offer Size).
2.4.2 In some cases, shareholders with registered addresses outside of
New Zealand may not be eligible to participate in the Offer (and their
percentage shareholding will be diluted as a result of the issue of
New Shares), due to the legal requirements of the relevant
jurisdiction being unduly onerous for CRP to make the Offer in that
jurisdiction. However CRP does not consider that any overseas
shareholders (who would be unable to participate) currently have any
material control of CRP and therefore that any potential dilution will
not materially effect control.
2.4.3 The Offer is not a pro rata offer but eligible shareholders each have a
minimum entitlement to 20,000 New Shares and 10,000 Warrants
before scaling may apply. Eligible shareholders may apply for
additional New Shares and Warrants through an oversubscription
facility.

8958381_1 2
2.4.4 Eligible shareholders who do not participate will experience dilution to
their shareholding level in CRP. The extent of dilution will depend
upon the final amount of New Shares issued under the Offer and the
extent to which Warrants issued under the Offer are exercised in the
future.
2.4.5 CRP currently has a broad shareholder base of approximately 1900
shareholders. The largest individual shareholder of CRP currently
holds approximately 10% of all shares on issue. It is not expected
that the Offer will result in a shareholder holding, following the Offer,
in excess of 20% of the shares on issue in CRP. Accordingly the
Offer is not expected to materially effect control of CRP.
On behalf of the Board,



Chris Castle
President and CEO
Email: chris@crpl.co.nz