Chatham – Notice of Shareholder Meeting

143851\4832-4727-8488



CHATHAM ROCK PHOSPHATE LIMITED



NOTICE OF ANNUAL GENERAL AND SPECIAL
MEETING AND INFORMATION CIRCULAR
As at and dated September 10, 2020
(unless otherwise noted)



FOR THE 2020 ANNUAL GENERAL AND SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD ON THURSDAY, OCTOBER 15, 2020

CHATHAM ROCK PHOSPHATE LIMITED
Level 1, 93 The Terrace
Wellington 6011, New Zealand

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

TAKE NOTICE that the 2020 Annual General and Special Meeting of Chatham Rock Phosphate Limited
(the "Company") will be held at the Offices of Duncan Cotterill located at Level 2, Chartered
Accountants House, 50 Customhouse Quay, Wellington 6011, New Zealand, on:

Thursday, October 15, 2020

at the hour of 5:00 o'clock in the afternoon (Wellington time) for the following purposes:

1. to receive the Report of the Directors;

2. to receive the financial statements of the Company for its fiscal year ended March 31, 2020 and the
report of the Auditors thereon;

3. to appoint Auditors for the ensuing year and to authorize the Directors to fix their remuneration;

4. to determine the number of directors and to elect directors;

5. to approve amendments to and reconfirmation of the Company’s stock option plan, as more
particularly described in the Information Circular herewith; and

6. to transact such other business as may properly come before the Meeting.

The board of directors has fixed the close of business on September 10, 2020 as the Record Date for
determining holders of Shares who are entitled to vote at the Meeting.

Accompanying this Notice are an Information Circular and Form of Proxy.

In light of ongoing public health concerns related to the COVID-19 pandemic, the Company is
requesting that shareholders consider their personal circumstances when deciding whether to
attend the Meeting in person. The Company encourages shareholders to submit their vote by
proxy ahead of the meeting in accordance with the instructions described below and in the
Information Circular.

Persons who have within 14 days of the date of the Meeting: (i) COVID-19 symptoms, (ii) been in
close contact with another person with COVID-19 symptoms, or (iii) travelled outside of New
Zealand, cannot attend the Meeting and should therefore vote only by proxy. The Company also
reserves the right to change the location, date and time of the meeting, based on developments with
the COVID-19 pandemic.
In order to comply with New Zealand social distancing measures the number of shareholders able
to physically attend the meeting may be limited. At the date of this notice Wellington is in Alert
Level 2 and capacity at the meeting will be limited to 10 people. While we hope that Alert level 1

2
will be in place by the time of the meeting we are asking that any shareholders that wish to attend
RSVP a place as soon as possible to chris@widespread.co.nz.
Proxies are being solicited by the Board and management of the Company. Shareholders who are
unable to attend the Meeting in person and who wish to ensure that their Shares will be voted at the
Meeting are requested to complete, date and sign the enclosed form of proxy, or another suitable
form of proxy, and deliver it in accordance with the instructions set forth in the form of proxy and
in the Circular.

Shareholders who are not Registered Shareholders but who plan to attend the Meeting must follow
the instructions set forth in the voting instruction form or proxy form sent to them. If you hold
your Shares in a brokerage account, you are not a Registered Shareholder.


DATED this 10th day of September, 2020. BY ORDER OF THE BOARD OF DIRECTORS


s/ “Chris Castle”
Chris Castle, President

CHATHAM ROCK PHOSPHATE LIMITED
Level 1, 93 The Terrace
Wellington 6011, New Zealand



INFORMATION CIRCULAR

SOLICITATION OF PROXIES BY MANAGEMENT

This management information circular (the “Information Circular”) is furnished in connection with the
solicitation of proxies by or on behalf of the management of Chatham Rock Phosphate Limited (the
“Company”) for use at the Annual General and Special Meeting (the “Meeting”) of the shareholders of the
Company (the “Shareholders”) to be held at the Offices of Duncan Cotterill located at Level 2, Chartered
Accountants House, 50 Customhouse Quay, Wellington 6011, New Zealand on Thursday, October 15, 2020 at
5:00 p.m. (Wellington time) and at any adjournments thereof for the purposes set out in the accompanying
Notice of Meeting. Although it is expected that the solicitation of proxies will be primarily by mail, proxies may
also be solicited personally, electronically or by telephone by directors, officers, employees or consultants of the
Company. Arrangements will also be made with clearing agencies, brokerage houses and other financial
intermediaries to forward proxy solicitation material to the beneficial owners of common shares of the Company
(“Common Shares”) pursuant to the requirements of National Instrument 54-101, Communication with Beneficial
Owners of Securities of a Reporting Issuer (“National Instrument 54-101”).

The Canadian securities regulators have adopted new rules under National Instrument 54-101, which permit the
use of notice-and-access for proxy solicitation, instead of the traditional physical delivery of material. This new
process provides the option to post meeting related materials, including management information circulars, as
well as annual financial statements, and related management's discussion and analysis, on a website in addition
to SEDAR. Under notice-and-access, such meeting related materials will be available for viewing for up to one
(1) year from the date of posting, and a paper copy of the material can be requested at any time during this
period. The Company is not relying on the notice-and-access provisions of National Instrument 54-101 to send
proxy related materials to registered shareholders or beneficial owners of shares in connection with the Meeting.

The Company may reimburse shareholders’ nominees or intermediaries (including brokers or their agents holding
shares on behalf of clients) for the cost incurred in obtaining from their principals authorization to execute forms of
proxy. The cost of any such solicitation will be borne by the Company. Unless otherwise stated, the information
contained in this Information Circular is given as at September 10, 2020.

APPOINTMENT OF PROXYHOLDERS
AND COMPLETION AND REVOCATION OF PROXIES

The purpose of a proxy is to designate persons who will vote the proxy on a Shareholder’s behalf in accordance
with the instructions given by the Shareholder in the proxy. The persons named in the enclosed proxy (the
“Management Designees”) have been selected by the directors of the Company.

A Shareholder has the right to designate a person (who need not be a Shareholder), other than the
Management Designees to represent the Shareholder at the Meeting. Such right may be exercised by
inserting in the space provided for that purpose on the proxy the name of the person to be designated,
and by deleting from the proxy the names of the Management Designees, or by completing another
proper form of proxy and delivering the same to the transfer agent of the Company. Such Shareholder
should notify the nominee of the appointment, obtain the nominee’s consent to act as proxyholder and attend the

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Meeting, and provide instructions on how the Shareholder’s shares are to be voted. The nominee should bring
personal identification with them to the Meeting.

To be valid, the proxy must be dated and executed by the Shareholder or an attorney authorized in writing, with
proof of such authorization attached (where an attorney executed the proxy). The proxy must then be delivered
to the Company’s registrar and transfer agent, AST Trust Company (“AST”), Proxy Department, P.O. Box 721,
Agincourt, Ontario, Canada M1S 0A1, or by fax in Canada and United States to 1-866-781-3111 or 416-368-
2505 (outside North America) or scan and e-mail to proxyvote@astfinancial.com (or if on the New Zealand
register to Link Market Services, Level 11, 80 Queen Street, Auckland 1010, New Zealand, phone: 09 375 5998,
fax 09 375 5990), at least 48 hours, excluding Saturdays, Sundays and holidays, before the time of the Meeting
or any adjournment thereof. Proxies received after that time may be accepted by the Chairman of the Meeting in
the Chairman’s discretion, but the Chairman is under no obligation to accept late proxies.

Any registered Shareholder who has returned a proxy may revoke it at any time before it has been exercised. A
proxy may be revoked by a registered Shareholder personally attending at the Meeting and voting their shares.
A Shareholder may also revoke their proxy in respect of any matter upon which a vote has not already been cast
by depositing an instrument in writing, including a proxy bearing a later date executed by the registered
Shareholder or by their authorized attorney in writing, or, if the Shareholder is a corporation, under its corporate
seal by an officer or attorney thereof duly authorized, either at the office of the Company’s registrar and transfer
agent at the foregoing address or the head office of the Company, at Level 1, 93 The Terrace, Wellington 6011,
New Zealand, at any time up to and including the last business day preceding the date of the Meeting, or any
adjournment thereof at which the proxy is to be used, or by depositing the instrument in writing with the
Chairman of such Meeting, or any adjournment thereof. Only registered Shareholders have the right to
revoke a proxy. Non-registered Shareholders who wish to change their vote must, at least seven days
before the Meeting, arrange for their respective nominees to revoke the proxy on their behalf.

VOTING OF PROXIES

Voting at the Meeting will be by a show of hands, each registered Shareholder and each proxyholder
(representing a registered or unregistered Shareholder) having one vote, unless a poll is required or requested,
whereupon each such Shareholder and proxyholder is entitled to one vote for each Common Share held or
represented, respectively. Each Shareholder may instruct their proxyholder how to vote their Common Shares
by completing the blanks on the proxy. All Common Shares represented at the Meeting by properly executed
proxies will be voted or withheld from voting when a poll is required or requested and, where a choice with
respect to any matter to be acted upon has been specified in the form of proxy, the Common Shares represented
by the proxy will be voted in accordance with such specification. In the absence of any such specification as
to voting on the proxy, the Management Designees, if named as proxyholder, will vote in favour of the
matters set out therein.

The enclosed proxy confers discretionary authority upon the Management Designees, or other person
named as proxyholder, with respect to amendments to or variations of matters identified in the Notice of
Meeting and any other matters which may properly come before the Meeting. As of the date hereof, the
Company is not aware of any amendments to, variations of or other matters which may come before the
Meeting. If other matters properly come before the Meeting, then the Management Designees intend to
vote in a manner which in their judgment is in the best interests of the Company.

In order to approve a motion proposed at the Meeting, a majority of greater than 50% of the votes cast will be
required (an “ordinary resolution”), unless the motion requires a “special resolution” in which case a majority
of 66 2/3% of the votes cast will be required.

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BENEFICIAL HOLDERS

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Many
shareholders of the Company are “non-registered” or “beneficial” shareholders because the shares they own are not
registered in their names, but are instead registered in the name of the brokerage firm, bank or trust company
through which they purchased the shares. More particularly, a person is not a registered shareholder in respect of
shares which are held on behalf of that person (the “Beneficial Holder”) but which are registered either: (a) in the
name of an intermediary (an “Intermediary”) that the Beneficial Holder deals with in respect of the shares
(Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or
administrators of self-administered RRSP’s, RRIF’s, RESP’s and similar plans); or (b) in the name of a clearing
agency (such as The Canadian Depository for Securities Limited (“CDS”)) of which the Intermediary is a
participant. In accordance with the requirements of National Instrument 54-101 of the Canadian Securities
Administrators, the Company has distributed copies of the Notice of Meeting, this Information Circular and the
Proxy (collectively, the “Meeting Materials”) directly, and to the clearing agencies and Intermediaries for onward
distribution to Beneficial Holders. These securityholder materials are being set to both registered and non-registered
owners of the securities. If you are a non-registered owner, and the issuer or its agent has sent these materials
directly to you, your name and address and information about your holdings of securities, have been obtained in
accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf.

Intermediaries are required to forward the Meeting Materials to Beneficial Holders unless a Beneficial Holder has
waived the right to receive them. Very often, Intermediaries will use service companies to forward the Meeting
Materials to Beneficial Holders. Generally, Beneficial Holders who have not waived the right to receive Meeting
Materials will either:

(a) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile,
stamped signature), which is restricted as to the number of shares beneficially owned by the Beneficial
Holder but which is otherwise not completed. Because the Intermediary has already signed the form of
proxy, this form of proxy is not required to be signed by the Beneficial Holder when submitting the proxy.
In this case, the Beneficial Holder who wishes to submit a proxy should otherwise properly complete the
form of proxy and deposit it with the Company’s transfer agent as provided above; or

(b) more typically, be given a voting instruction form which is not signed by the Intermediary, and which,
when properly completed and signed by the Beneficial Holder and returned to the Intermediary or its
service company, will constitute voting instructions (often called a “proxy authorization form”) which the
Intermediary must follow. Typically, the proxy authorization form will consist of a one page pre-printed
form. Sometimes, instead of the one page pre-printed form, the proxy authorization form will consist of a
regular printed proxy form accompanied by a page of instructions which contains a removable label
containing a bar-code and other information. In order for the form of proxy to validly constitute a proxy
authorization form, the Beneficial Holder must remove the label from the instructions and affix it to the
form of proxy, properly complete and sign the form of proxy and return it to the Intermediary or its service
company in accordance with the instructions of the Intermediary or its service company.

In either case, the purpose of this procedure is to permit Beneficial Holders to direct the voting of the shares which
they beneficially own. Should a Beneficial Holder who receives one of the above forms wish to vote at the Meeting
in person, the Beneficial Holder should strike out the names of the Management Designees named in the form and
insert the Beneficial Holder’s name in the blank space provided. In either case, Beneficial Holders should
carefully follow the instructions of their Intermediary, including those regarding when and where the proxy
or proxy authorization form is to be delivered.

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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue an unlimited number of common shares, without nominal or par value, of which
as at the date hereof 33,699,154 common shares are issued and outstanding.

The holders of common shares of record at the close of business on the record date, set by the directors of the
Company to be September 10, 2020, are entitled to vote such common shares at the Meeting on the basis of one vote
for each common share held.

The Articles of the Company provide that a quorum for the transaction of business at the Meeting is two (2)
Shareholders, or one or more proxyholders representing two Shareholders, or one Shareholder and a proxyholder
representing another Shareholder.

To the knowledge of the directors and senior officers of the Company, no person or company beneficially owns,
directly or indirectly, or exercises control or direction over, voting securities carrying more than 10% of the
outstanding voting rights of the Company.

Those shareholders so desiring may be represented by proxy at the Meeting.

PARTICULARS OF MATTERS TO BE ACTED UPON

TO THE KNOWLEDGE OF THE COMPANY’S DIRECTORS, THE ONLY MATTERS TO BE PLACED
BEFORE THE MEETING ARE THOSE REFERRED TO IN THE NOTICE OF MEETING
ACCOMPANYING THIS INFORMATION CIRCULAR. HOWEVER, SHOULD ANY OTHER MATTERS
PROPERLY COME BEFORE THE MEETING, THE SHARES REPRESENTED BY THE PROXY
SOLICITED HEREBY WILL BE VOTED ON SUCH MATTERS IN ACCORDANCE WITH THE BEST
JUDGMENT OF THE PERSONS VOTING THE SHARES REPRESENTED BY THE PROXY.

Additional detail regarding each of the matters to be acted upon at the Meeting is set forth below.

I. Financial Statements

The audited financial statements of the company for the financial year ended March 31, 2020 (the “Financial
Statements”), together with the Auditors’ Report thereon will be presented to the shareholders at the Meeting and
will be lodged with SEDAR (and may be viewed at that site www.sedar.com) prior to the date of the Meeting.

II. Appointment of Auditors

Management proposes the appointment of Grant Thornton LLP, Chartered Accountants, of Wellington, New
Zealand, as Auditors of the Company for the ensuing year and that the directors be authorized to fix their
remuneration. Grant Thornton LLP have been the Company’s Auditors since May 2020.

In the absence of instructions to the contrary the shares represented by proxy will be voted in favour of a
resolution to appoint Grant Thornton LLP, Chartered Accountants, as Auditors of the Company for the
ensuing year, at a remuneration to be fixed by the Board of Directors, unless the Shareholder has
specified in the Shareholder’s proxy that the Shareholder’s Common Shares are to be withheld from
voting on the appointment of auditors.

III. Election of Directors

The board of directors of the Company (the “Board” or the “Board of Directors”) currently consists of five (5)
directors, all of whom are elected annually. The term of office for each of the present directors of the Company

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expires at the Meeting. Five (5) of the current directors of the Company will be standing for re-election. It is
proposed that the number of directors for the ensuing year be fixed at five (5) subject to such increases as may be
permitted by the Articles of the Company. At the Meeting, the Shareholders will be asked to consider and, if thought
fit, approve an ordinary resolution fixing the number of directors to be elected at the Meeting at five (5).

It is proposed that the persons named below will be nominated at the Meeting. Each director elected will hold office
until the next Annual General Meeting of the Company or until his successor is duly elected or appointed pursuant
to the Articles of the Company unless his office is earlier vacated in accordance with the provisions of the Business
Corporations Act (British Columbia) or the Company’s Articles.

It is the intention of the management designees, if named as proxy, to vote for the election of the said persons
to the Board of Directors, unless the Shareholder has specified in its proxy that its Common Shares are to be
withheld from voting on the election of directors. Management does not contemplate that any of the
nominees will be unable to serve as a director.

The following information relating to the nominees for election to the Board of Directors is based on information
received by the Company from said nominees:

Name, Present Office Held
and Province or State of
Residency
Director
Since
Number of Shares
Beneficially Owned,
Directly or Indirectly, or
over which Control or
Direction is Exercised at
the Date of this
Information Circular
Principal Occupation and if not
at present an elected director,
occupation during the past five
(5) years
Christopher Castle
Onekaka, New Zealand
President, CEO, Managing
Director and Director
November
2015
420,010 (direct)
1,380 (indirect)
Chartered Accountant and
Director of several listed
companies of the TSXV and
NZX
Linda Sanders
(1)

Onekaka, New Zealand
Director
February
2017
252,511 (direct)
2,122 (indirect)
Communications Consultant and
director of listed and unlisted
companies and community
organisations
Jill Hatchwell
(1)

Wairarapa, New Zealand
Director
February
2017
135 (direct)
9,464 (indirect)
Chartered accountant and a
director of two NZX listed and
unlisted companies
Robert Goodden
(2)

Cornwall, United Kingdom
Chairman and Director
February
2017
77,740 Independent Director
Ryan Wong
(2)

Sarawak, Malaysia
Director
June 2017 nil Director of Caldecott
Construction Sdn. Bhd.
(1)
Member of the audit committee.
(2)
Member of the Compensation Committee.

Corporate Cease Trade Orders or Bankruptcies

Other than set out below, to the knowledge of the Company, no director or proposed director of the Company is,
or within the ten years prior to the date of this Circular has been, a director or executive officer of any company,
including the Company, that while that person was acting in that capacity:

(a) was the subject of a cease trade order or similar order or an order that denied the company access to any
exemption under securities legislation for a period of more than 30 consecutive days; or

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(b) was subject to an event that resulted, after the director ceased to be a director or executive officer of the
company being the subject of a cease trade order or similar order or an order that denied the relevant
company access to any exemption under securities legislation, for a period of more than 30 consecutive
days; or

(c) within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any
legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings,
arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to
hold its assets.

Jill Hatchwell was a director of a New Zealand company known as Vincent Aviation Limited at the time it went
into receivership approximately five years prior to the date of this Information Circular.

Individual Bankruptcies

To the knowledge of the Company, no director or proposed director of the Company has, within the ten years
prior to the date of this Circular, become bankrupt or made a proposal under any legislation relating to
bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with
creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that individual.

Penalties or Sanctions

To the knowledge of the Company, no proposed director of the Company has been subject to any penalties or
sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has
entered into a settlement agreement with a securities regulatory authority, or has been subject to any other
penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a
reasonable securityholder in deciding whether to vote for a proposed director.

IV. Approval of Amended Incentive Stock Option Plan

At last year’s Annual General and Special Meeting, the Shareholders approved a rolling stock option plan ),
authorizing the issuance of incentive stock options to eligible persons for up to an aggregate of 10% of the
issued shares of the Company from time to time. Subsequent to last year’s Annual General and Special
Meeting, the Board of Directors approved an amendment to the stock option plan to increase the permitted
expiry date of stock options granted under the stock option plan from five (5) years to ten (10) years from the
date of grant. The stock option plan, as amended by the Board, is hereinafter referred to as the “Amended
Stock Option Plan”)

The policies of the TSX Venture Exchange (the “Exchange”) require the approval of the Amended Stock
Option Plan by the Company’s "disinterested shareholders" (as defined below) on an annual basis. There are
currently 33,699,154 shares of the Company issued and outstanding, and therefore the current 10% threshold is
3,369,915 shares available for incentive stock option grants under the Amended Stock Option Plan. Incentive
stock options under the Amended Stock Option Plan may be granted by the Board of Directors to eligible
persons, who are directors, officers or consultants of the Company or its subsidiaries (if any), or who are
employees of a company providing management services to the Company, or who are eligible charitable
organizations. Stock options may be granted under the Amended Stock Option Plan with a maximum exercise
period of up to ten (10) years (subject to shareholder approval as provided herein), as determined by the Board
of Directors of the Company.

The Amended Stock Option Plan will limit the number of stock options which may be granted to any one
individual to not more than 5% of the total issued shares of the Company in any 12-month period (unless

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otherwise approved by the disinterested shareholders of the Company), and not more than 10% of the total
issued shares to all insiders at any time or granted over any 12-month period. The number of options granted to
any one consultant or person employed to provide investor relations activities in any 12-month period must not
exceed 2% of the total issued shares of the Company. Any stock options granted under the Amended Stock
Option Plan will not be subject to any vesting schedule, unless otherwise determined by the Board of Directors
or required by the policies of the Exchange.

Options under the Plan may be granted at an exercise price which is at or above the current discounted market
price (as defined under the policies of the Exchange) on the date of the grant. In the event of the death or
permanent disability of an optionee, any option granted to such optionee will be exercisable upon the earlier of
365 days from the date of death or permanent disability, or the expiry date of the option. In the event of the
resignation, or the termination or removal of an optionee without just cause, any option granted to such optionee
will be exercisable for a period of 90 days thereafter. In the event of termination for cause, any option granted
to such optionee will be cancelled as at the date of termination.

Shareholders are referred to the full text of the Amended Stock Option Plan, a copy of which has been posted on
SEDAR and is available for inspection under the Company’s profile on SEDAR at www.sedar.com, for
complete details.

The Amended Stock Option Plan must be approved by a majority of the "disinterested shareholders" entitled to
vote present in person or by proxy at the Meeting, and be accepted for filing by the Exchange. "Disinterested
shareholders" mean all Shareholders of the Company who are not directors, officers, promoters, or other insiders
of the Company, or their associates or affiliates, as such terms are defined under the Securities Act (British
Columbia).

To the knowledge of the Company, Shareholders who are ineligible to vote on the approval of the Amended
Stock Option Plan and their shareholdings are as follows:

Name of Insider,
Associate or Affiliate
Number of Shares
Christopher Castle 420,010 (direct)
1,380 (indirect)
Linda Sanders 252,511 (direct)
2,122(indirect)
Jill Hatchwell
135 (direct)
9,464 (indirect)
Robert Goodden 77,740 (direct)
Robyn Hamilton 61,495 (indirect)
Ray Wood 236,830 (indirect)
Ryan Wong nil

In the event that annual disinterested shareholder approval is not obtained at the Meeting, the Company will
implement a new fixed stock option plan for up to 10% of the Company’s issued shares (which does not require
shareholder approval), and any existing option grants under the Amended Stock Option Plan as previously
approved by the disinterested shareholders of the Company at the last Annual General and Special Meeting will
not be affected.

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EXECUTIVE COMPENSATION
(For the financial year ended March 31, 2020)

For purposes of this Information Circular, “named executive officer” of the Company means an individual who,
at any time during the year, was:

(a) the Company’s chief executive officer (“CEO”);

(b) the Company’s chief financial officer (“CFO”);

(c) each of the Company’s three most highly compensated executive officers, or the three most highly
compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the
most recently completed financial year and whose total compensation was, individually, more than
$150,000 for that financial year; and

(d) each individual who would be a named executive officer under paragraph (c) but for the fact that the
individual was neither an executive officer of the Company, nor acting in a similar capacity, at the
end of the most recently completed financial year;

(each a “Named Executive Officer” or “NEO”).

Based on the foregoing definition, during the last completed financial year of the Company, there were two (2)
Named Executive Officers, namely:

• Christopher Castle, President, Chief Executive Officer and Managing Director; and
• Robyn Hamilton, Chief Financial Officer.

Compensation Discussion and Analysis

In assessing the compensation of its executive officers, the Company does not have in place any formal
objectives, criteria or analysis; instead, it relies mainly on discussions at the Board level with input from and
upon the recommendations of, the Compensation Committee.

The Company’s executive compensation program has three principal components: base salary, a bonus paid in
shares and incentive stock options. The determination and administration of base salaries are discussed in
greater detail below. The Company has no other forms of compensation for its NEOs, although payments may
be made from time to time to individuals who are NEOs or companies they control, for the provision of
consulting services. Such consulting services are paid for by the Company at competitive industry rates for work
of a similar nature by reputable arm’s length services providers.

The Company notes that it is in a development phase with respect to its properties, has to operate with limited
financial resources, and must control costs to ensure that funds are available to complete the development
programme and otherwise fund its operations. The Board has to consider the current and anticipated financial
position of the Company at the time of any compensation determination. The Board has attempted to keep the
cash compensation paid to the Company’s NEOs relatively modest, while providing long-term incentives
through the granting of stock options and rewarding milestones with bonuses paid in shares

The Company’s executive compensation program is administered by the Board of Directors, upon the
recommendations of the Compensation Committee, and is designed to provide incentives for the enhancement
of shareholder value. The overall objectives are to attract and retain qualified executives critical to the success
of the Company, to provide fair and competitive compensation, to align the interest of management with those

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of the Shareholders and to reward corporate and individual performance. The Company’s compensation
package has been structured in order to link shareholder return, measured by the change in the share price, with
executive compensation through the use of incentive stock options as the primary element of variable
compensation for its Named Executive Officers. The Company does not currently offer long-term incentive
plans or pension plans to its Named Executive Officers.

The Company bases the compensation for a NEO on the years of service with the Company, responsibilities of
each officer and their duties in that position. The Company also bases compensation on the performance of each
officer. The Company believes that stock options can create a strong incentive to the performance of each
officer and is intended to recognize extra contributions and achievements towards the goals of the Company.

The Board, when determining cash compensation payable to a NEO, takes into consideration their experience in
the Company’s industry, as well as their responsibilities and duties and contributions to the Company’s success.
Named Executive Officers receive a base cash compensation that the Company feels is in line with that paid by
similar companies in North America, subject to the Company’s financial resources; however no formal survey
was completed by the Compensation Committee or the Board.

In performing its duties, the Board has considered the implications of risks associated with the Company’s
compensation policies and practices. At its early stage of development and considering its current compensation
policies, the Company has no compensation policies or practices that would encourage an executive officer or
other individual to take inappropriate or excessive risks. An NEO or director is permitted for his or her own
benefit and at his or her own financial risk, to purchase financial instruments, including, for greater certainty,
prepaid variable forward contracts, equity swaps, collars or units or exchange funds, that are designed to hedge
or offset a decrease in the market value of equity securities granted as compensation or held, directly or
indirectly, by the NEO or director.

Option-Based Awards

Stock options may be granted to provide an incentive to the directors, officers, employees and consultants of the
Company to achieve the longer-term objectives of the Company; to give suitable recognition to the ability and
industry of such persons who contribute materially to the success of the Company; and to attract and retain
persons of experience and ability, by providing them with the opportunity to acquire an increased proprietary
interest in the Company. The Company awards stock options to its executive officers based upon the
recommendation of the Compensation Committee, which recommendation is based upon the Compensation
Committee’s review of a proposal from the CEO. Previous grants of incentive stock options are taken into
account when considering new grants.

Amendments to the existing stock option plan are the responsibility of the Company’s Compensation
Committee.

Summary Compensation Table

The following table sets forth the total compensation paid to or earned by the Named Executive Officers for the
Company’s three (3) most recently completed financial years:

- 10 -

Name and
Principal Position
Year
Ended
Salary
($)
Share-
based
Awards
($)
Option-
based
Awards
($)
Non-equity Incentive
Plan Compensation
($)
Pension
Value
($)
All Other
Compensation
($)
Total
Compensation
($)
Annual
Incentive
Plans
Long-
term
Incentive
Plans
Christopher
Castle
Mar. 31,
2020
123,984 nil nil nil nil nil nil 123,984
Mar. 31,
2019
128,592 nil 29,214 nil nil nil nil 157,806
Mar. 31,
2018
190,919 nil nil nil nil nil nil 190,919
Robyn Hamilton
Mar. 31,
2020
12,846 nil nil nil nil nil nil 12,846
Mar. 31,
2019
18,895 nil 11,685 nil nil nil nil 30,580
Mar. 31,
2018
22,604 nil nil nil nil nil nil 22,604
Simon
Henderson
(1)

Mar. 31,
2019
nil nil nil nil nil nil nil nil
Mar. 31,
2018
nil nil nil nil nil nil nil nil
Peter Liddle
(2)

Mar. 31,
2019
nil nil nil nil nil nil nil nil
Mar. 31,
2018
nil nil nil nil nil nil nil nil
(1)
Mr. Henderson resigned as President, Chief Executive Officer, and Exploration Manager as at February 24, 2017.
(2)
Mr. Liddle resigned as Chief Financial Officer and Secretary as at February 24, 2017.

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth the options granted to the Named Executive Officers to purchase or acquire
securities of the Company outstanding at the end of the most recently completed financial year:

Name
Number of Securities
Underlying
Unexercised Options
(#)
Option Exercise
Price
($)
Option
Expiration
Date
Value of Unexercised
In-the-money Options
($)
(1)

Christopher Castle 200,000 $0.29 May 8, 2023 nil
Robyn Hamilton 80,000 $0.29 May 8, 2023 nil
(1)
The aggregate dollar value of the in-the-money unexercised vested options held at the end of the last financial year, based on the
difference between the market value of the shares at the financial year end, and the exercise price. This does not mean the options
were exercised or that any shares were sold at these values.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth the value vested or earned during the year of option-based awards, share-based
awards and non-equity incentive plan compensation paid to Named Executive Officers during the most recently
completed financial year:

- 11 -

Name
Option-based Awards – Value
Vested During the Year
($)
(1)

Non-equity Incentive Plan
Compensation – Value earned
During the Year
($)
Christopher Castle nil nil
Robyn Hamilton nil nil
(1)
The aggregate value of the option based awards vested during the most recent financial year is based
on the difference between the Company share price on the vesting day of any options that vested
during the financial year and the exercise price of the options.

Termination and Change of Control Benefits

The Company has no employment, consulting, or other agreements with its NEOs which provide for termination
or change of control benefits.

Director Compensation

Director Compensation Table

The following table sets forth the value of all compensation provided to directors, not including those directors
who are also Named Executive Officers, for the Company’s most recently completed financial year:

Name Fees Earned
Option-based
Awards
(1)
($)
All Other
Compensation
($)
Total
($)
Robert Goodden nil nil nil nil
Linda Sanders 8,718 nil nil 8,718
Jill Hatchwell 5,812 nil nil 5,812
Ernst Schönbächler
(1)
nil nil nil nil
Ryan Wong nil nil nil nil
(1)
Mr. Schönbächler did not stand for re-election in the 2019 Annual General and Special Meeting held on July 18, 2019.


Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth the options granted to the directors of the Company, not including those directors
who are also Named Executive Officers, to purchase or acquire securities of the Company outstanding at the end
of the most recently completed financial year:

Name
Option-based Awards
-Number of
Securities Underlying
Unexercised Options
(#)
Option
Exercise Price
($)
Option
Expiration
Date
Value of
Unexercised In-
the-money
Options
($)
(1)

Robert Goodden 190,000 $0.29 May 8, 2023 nil
Linda Sanders 190,000 $0.29 May 8, 2023 nil
Jill Hatchwell 190,000 $0.29 May 8, 2023 nil
Ryan Wong 190,000 $0.29 May 8, 2023 nil
(1)
The aggregate dollar value of the in-the-money unexercised vested options held at the end of the last financial year,
based on the difference between the market value of the shares at the financial year end, and the exercise price. This
does not mean the options were exercised or that any shares were sold at these values.

- 12 -

(2)
Mr. Schönbächler did not stand for re-election in the 2019 Annual General and Special Meeting held on July 18, 2019.His
options have lapsed 2 months after resignation


Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth the value vested or earned during the year of option-based awards and non-equity
incentive plan compensation paid to the directors of the Company, not including those directors who are also
Named Executive Officers, during the financial year ended March 31, 2020:

Name
Option-based Awards
– Value Vested During
the Year
($)
(1)

Non-equity Incentive Plan
Compensation – Value
Earned During the Year
($)
Robert Goodden nil nil
Linda Sanders nil nil
Jill Hatchwell nil nil
Ernst Schönbächler
(2)
nil nil
Ryan Wong nil nil
(1)
The aggregate value of the option based awards vested during the most recent financial year is
based on the difference between the Company share price on the vesting day of any options
that vested during the financial year and the exercise price of the options.
(2)
Mr. Schönbächler did not stand for re-election in the 2019 Annual General and Special
Meeting held on July 18, 2019.


EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth certain information pertaining to the Company’s equity compensation plan as at
the end of the most recently completed financial year includes the 500,000 options issued to JP Colin at $0.11
(under approved plan)

Plan Category
Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights
(a)
Weighted-average
Exercise Price of
Outstanding
Options, Warrants
and Rights
(b)
Number of Securities Remaining
Available for Future Issuance
Under Equity Compensation Plans
(Excluding Securities Reflected in
Column (a))
(c)
Equity compensation plans
approved by securityholders
1,810,000 $0.24 1,810,000
Equity compensation plans not
approved by securityholders
Nil Nil Nil
TOTAL 1,810,000 $0.24 1,810,000

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the directors or senior officers of the Company, no proposed nominee for election as a director of the
Company, and no associates or affiliates of any of them, is or has been indebted to the Company or its
subsidiaries at any time since the beginning of the Company’s last completed financial year.

- 13 -

INTEREST OF INFORMED PERSONS
IN MATERIAL TRANSACTIONS

No Insider of the Company, no proposed nominee for election as a director of the Company and no associate or
affiliate of any of the foregoing, has any material interest, direct or indirect, in any transaction since the
commencement of the Company’s last financial year or in any proposed transaction, which, in either case, has
materially affected or will materially affect the Company or any of its subsidiaries.

INTEREST OF CERTAIN PERSONS OR
COMPANIES IN MATTERS TO BE ACTED UPON

Other than as set forth herein, management of the Company is not aware of any material interest, direct or
indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the
Meeting, other than the election of directors or the appointment of auditors, of any person or company who has
been: (a) if the solicitation is made by or on behalf of management of the Company, a director or executive
officer of the Company at any time since the beginning of the Company’s last financial year; (b) if the
solicitation is made other than by or on behalf of management of the Company, any person or company by
whom or on whose behalf, directly or indirectly, the solicitation is made; (c) any proposed nominee for election
as a director of the Company; or (d) any associate or affiliate of any of the foregoing persons or companies.

MANAGEMENT CONTRACTS

Management functions of the Company and its subsidiaries are substantially performed by the Company’s
directors and executive officers. The Company has not entered into any contracts, agreements or arrangements
with parties other than its directors and executive officers for the provision of such management functions.

CORPORATE GOVERNANCE
General

The Board believes that good corporate governance improves corporate performance and benefits all
shareholders. National Policy 58-201 - Corporate Governance Guidelines provides non-prescriptive guidelines
on corporate governance practices for reporting issuers such as the Company. In addition, National Instrument
58-101 - Disclosure of Corporate Governance Practices (“NI 58-101”) prescribes certain disclosure by the
Company of its corporate governance practices. This disclosure is presented below.

Board of Directors

The Board facilitates its exercise of independent supervision over the Company’s management through frequent
meetings of the Board.

The Board is comprised of five (5) directors, of whom each of Linda Sanders, Jill Hatchwell, Robert Goodden,
and Ryan Wong are independent for the purposes of NI 58-101. Chris Castle is not independent since he serves
as the President and Chief Executive Officer of the Company.

Directorships

Certain of the directors and proposed directors are also directors of other reporting issuers, as follows:

- 14 -

Name
Name and Jurisdiction of
Reporting Issuer
Name of
Trading
Market Position
Period
From
Period
To
Chris Castle
Aorere Resources Ltd.
(New Zealand)
NZX
Director and
CEO
January
2000
present
Asian Mineral Resources Ltd.
(Canada)
TSXV Director June 2001 present
Jill Hatchwell
Aorere Resources Ltd.
(New Zealand)
NZX Director
December
1989
present
Linda Sanders
Aorere Resources Ltd.
(New Zealand)
NZX Director
December
1989
present
Robert Goodden n/a n/a n/a n/a n/a
Ryan Wong n/a n/a n/a n/a n/a

Orientation and Continuing Education

New Board members receive an orientation package which includes reports on operations and results, and public
disclosure filings by the Company. Board meetings are sometimes held at the Company’s offices and, from
time to time, are combined with presentations by the Company’s management to give the directors additional
insight into the Company’s business. In addition, management of the Company makes itself available for
discussion with all Board members.

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Company’s governing
corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an
individual director’s participation in decisions of the Board in which the director has an interest have been
sufficient to ensure that the Board operates independently of management and in the best interests of the
Company.

Nomination of Directors

The Board considers its size each year when it considers the number of directors to recommend to the
shareholders for election at the annual meeting of shareholders, taking into account the number required to carry
out the Board’s duties effectively and to maintain a diversity of view and experience.

The Board does not have a nominating committee, and these functions are currently performed by the Board as a
whole. However, if there is a change in the number of directors required by the Company, this policy will be
reviewed.

Compensation Governance

The Compensation Committee is responsible for, among other things, evaluating the performance of the
Company’s executive officers, determining or making recommendations with respect to the compensation of the
Company’s executive officers, making recommendations with respect to director compensation, incentive
compensation plans and equity-based plans, making recommendations with respect to the compensation policy
for the employees of the Company or its subsidiaries and ensuring that the Company is in compliance with all
legal requirements with respect to compensation disclosure. In performing its duties, the Compensation
Committee has the authority to engage such advisors, including executive compensation consultants, as it
considers necessary.

- 15 -

The Compensation Committee is currently composed of Robert Goodden and Ryan Wong both of whom are
independent directors within the meaning set out in NI 58-101. Both members of the Compensation Committee
are experienced participants in business or finance, and have sat on the board of directors of other companies,
charities or business associations, in addition to the Board of the Company.

The Board does not have a pre-determined compensation plan. The Company does not engage in benchmarking
practices and the process for determining executive compensation is at the discretion of the Board. For further
discussion, see “Executive Compensation – Compensation Discussion and Analysis” above.

The Compensation Committee has not engaged the services of independent compensation consultants to assist it
by making recommendations to the Board with respect to director and executive officer compensation.

Other Board Committees

The Board has no other committees, other than the Audit Committee and Compensation Committee.

Assessments

No formal policy has been established to monitor the effectiveness of the directors, the Board and its
committees.
AUDIT COMMITTEE

Under National Instrument 52-110 – Audit Committees (“NI 52-110”) reporting issuers are required to provide
disclosure with respect to its Audit Committee including the text of the Audit Committee’s Charter, composition
of the Committee, and the fees paid to the external auditor. The Company provides the following disclosure
with respect to its Audit Committee:

Audit Committee Charter

1. Purpose of the Committee

1.1 The purpose of the Audit Committee is to assist the Board in its oversight of the integrity of the Company’s
financial statements and other relevant public disclosures, the Company’s compliance with legal and regulatory
requirements relating to financial reporting, the external auditors’ qualifications and independence and the
performance of the internal audit function and the external auditors.

2. Members of the Audit Committee

2.1 At least one member must be “financially literate” as defined under NI 52-110, having sufficient accounting or
related financial management expertise to read and understand a set of financial statements, including the related
notes, that present a breadth and level of complexity of accounting issues that are generally comparable to the
breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial
statements.

2.2 The Audit Committee shall consist of no less than three Directors.

2.3 At least one member of the Audit Committee must be “independent” as defined under NI 52-110, while the
Company is in the developmental stage of its business.

3. Relationship with External Auditors

3.1 The external auditors are the independent representatives of the shareholders, but the external auditors are also
accountable to the Board of Directors and the Audit Committee.

- 16 -

3.2 The external auditors must be able to complete their audit procedures and reviews with professional independence,
free from any undue interference from the management or directors.

3.3 The Audit Committee must direct and ensure that the management fully co-operates with the external auditors in
the course of carrying out their professional duties.

3.4 The Audit Committee will have direct communications access at all times with the external auditors.

4. Non-Audit Services

4.1 The external auditors are prohibited from providing any non-audit services to the Company, without the express
written consent of the Audit Committee. In determining whether the external auditors will be granted permission
to provide non-audit services to the Company, the Audit Committee must consider that the benefits to the
Company from the provision of such services, outweighs the risk of any compromise to or loss of the
independence of the external auditors in carrying out their auditing mandate.

4.2 Notwithstanding section 4.1, the external auditors are prohibited at all times from carrying out any of the following
services, while they are appointed the external auditors of the Company:

(i) acting as an agent of the Company for the sale of all or substantially all of the undertaking of the Company;
and

(ii) performing any non-audit consulting work for any director or senior officer of the Company in their
personal capacity, but not as a director, officer or insider of any other entity not associated or related to the
Company.

5. Appointment of Auditors

5.1 The external auditors will be appointed each year by the shareholders of the Company at the Annual General and
Special Meeting of the shareholders.

5.2 The Audit Committee will nominate the external auditors for appointment, such nomination to be approved by the
Board of Directors.

6. Evaluation of Auditors

6.1 The Audit Committee will review the performance of the external auditors on at least an annual basis, and notify
the Board and the external auditors in writing of any concerns in regards to the performance of the external
auditors, or the accounting or auditing methods, procedures, standards, or principles applied by the external
auditors, or any other accounting or auditing issues which come to the attention of the Audit Committee.

7. Remuneration of the Auditors

7.1 The remuneration of the external auditors will be determined by the Board of Directors, upon the annual
authorization of the shareholders at each general meeting of the shareholders.

7.2 The remuneration of the external auditors will be determined based on the time required to complete the audit and
preparation of the audited financial statements, and the difficulty of the audit and performance of the standard
auditing procedures under generally accepted auditing standards and generally accepted accounting principles of
Canada.

8. Termination of the Auditors

8.1 The Audit Committee has the power to terminate the services of the external auditors, with or without the approval
of the Board of Directors, acting reasonably.

- 17 -

9. Funding of Auditing and Consulting Services

9.1 Auditing expenses will be funded by the Company. The auditors must not perform any other consulting services
for the Company, which could impair or interfere with their role as the independent auditors of the Company.

10. Role and Responsibilities of the Internal Auditor

10.1 At this time, due to the Company’s size and limited financial resources, the Company’s Chief Executive Officer
and Chief Financial Officer are responsible for implementing internal controls and performing the role as the
internal auditor to ensure that such controls are adequate.

11. Oversight of Internal Controls

11.1 The Audit Committee will have the oversight responsibility for ensuring that the internal controls are implemented
and monitored, and that such internal controls are effective.

12. Continuous Disclosure Requirements

12.1 At this time, due to the Company’s size and limited financial resources, the Company’s Chief Executive Officer
and Chief Financial Officer are responsible for ensuring that the Company’s continuous reporting requirements are
met and in compliance with applicable regulatory requirements.

13. Other Auditing Matters

13.1 The Audit Committee may meet with the Auditors independently of the management of the Company at any time,
acting reasonably.

13.2 The Auditors are authorized and directed to respond to all enquiries from the Audit Committee in a thorough and
timely fashion, without reporting these enquiries or actions to the Board of Directors or the management of the
Company.

14. Annual Review

14.1 The Audit Committee Charter will be reviewed annually by the Board of Directors and the Audit Committee to
assess the adequacy of this Charter.

15. Independent Advisers

15.1 The Audit Committee shall have the power to retain legal, accounting or other advisors to assist the Committee.

Composition of Audit Committee

Following the election of directors pursuant to this Information Circular, the following will be members of the
Audit Committee:

Linda Sanders Independent
(1)
Financially literate
(2)

Jill Hatchwell Independent
(1)
Financially literate
(2)

(1)
A member of an audit committee is independent if the member has no direct or indirect material relationship with
the Company, which could, in the view of the Board of Directors, reasonably interfere with the exercise of a
member’s independent judgment.
(2)
An individual is financially literate if he has the ability to read and understand a set of financial statements that
present a breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of
the issues that can reasonably be expected to be raised by the Company’s financial statements.

- 18 -

Relevant Education and Experience

The relevant education and/or experience of each member of the Audit Committee is as follows:

Linda Sanders has significant board experience with New Zealand listed companies and community organizations.
Ms. Sanders has been a director of Aorere Resources Ltd. since 1989 and retired as its chairman in 2012. She is also
a trustee of Golden Bay community organizations.

Jill Hatchwell is a director of Aorere Resources Ltd. and an executive director of Nevay Holdings, a financial
advisory consultancy established in 1988 that advises a range of clients in the private and public sector. Ms.
Hatchwell has an extensive background in financial and corporate management, including roles as company
secretary and executive director of Charter Corporation and group accountant at Brierley Investments. Ms.
Hatchwell has been a Member of the Chartered Accountants Australia and New Zealand since 1982 and is a
Chartered Member of the Institute of Directors in New Zealand. Ms. Hatchwell is a board member of the Civil
Aviation Authority of New Zealand. Her other directorships include ServicelQ, the Industry Training Organization
(ITO) for the aviation, tourism, travel, museums, hospitality, retail and wholesale sectors of New Zealand's service
industry.

Audit Committee Oversight

At no time since the commencement of the Company’s most recently completed financial year was a
recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the
Board of Directors.

Reliance on Certain Exemptions

At no time since the commencement of the Company’s most recently completed financial year has the Company
relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services), or an exemption from NI
52-110, in whole or in part, granted under Part 8 of National Instrument 52-110.

Pre-Approval Policies and Procedures

The Audit Committee is authorized by the Board of Directors to review the performance of the Company’s
external auditors and approve in advance provision of services other than auditing and to consider the
independence of the external auditors, including a review of the range of services provided in the context of all
consulting services bought by the Company. The Audit Committee is authorized to approve in writing any non-
audit services or additional work which the Chairman of the Audit Committee deems is necessary, and the
Chairman will notify the other members of the Audit Committee of such non-audit or additional work and the
reasons for such non-audit work for the Committee’s consideration, and if thought fit, approval in writing.

External Auditor Service Fees

The fees billed by the Company’s external auditors in each of the last two financial years for audit and non-audit
related services provided to the Company or its subsidiaries (if any) are as follows:

Financial Year
Ending
Audit Fees
Audit Related
Fees
Tax Fees All other Fees
March 31, 2020 $40,000 $nil $6,888 $46,888
March 31, 2019 $36,467 nil $12,227 nil

- 19 -

Exemption

As a TSX Venture Exchange listed issuer, the Company is exempt from the requirements of Part 3 Composition
of the Audit Committee and Part 5 Reporting Obligations of NI 52-110.

ADDITIONAL INFORMATION

Financial information is provided in the Company’s audited annual financial statements and accompanying
management’s discussion and analysis (“MD&A”) for the year ended March 31, 2020.

Under National Instrument 51-102, Continuous Disclosure Obligations, any person or company who wishes to
receive financial statements from the Company may deliver a written request for such material to the Company
or the Company’s agent, together with a signed statement that the persons or company is the owner of securities
of the Company. Shareholders who wish to receive financial statements are encouraged to send the enclosed
mail card, together with the completed form of proxy, in the addressed envelope provided, to the Company’s
registrar and transfer agent, AST Trust Company (“AST”), Proxy Department, P.O. Box 721, Agincourt,
Ontario, Canada M1S 0A1. The Company will maintain a supplemental mailing list of persons or companies
wishing to receive financial statements.

Shareholders may obtain copies of the Company’s financial statements and related MD&A by contacting the
Company at Level 1, 93 The Terrace, Wellington 6011 New Zealand or by telephone at 64-21-55-81-85.
Additional information relating to the Company is available on SEDAR at www.sedar.com

GENERAL

Unless otherwise specified, all matters referred to herein for approval by the Shareholders require a simple
majority of the Shareholders voting, in person or by proxy, at the Meeting. Where information contained in this
Information Circular, rests specifically within the knowledge of a person other than the Company, the Company
has relied upon information furnished by such person.

The contents of this Information Circular have been approved and this mailing has been authorized by the
Directors of the Company.


DATED as of the 10th day of September, 2020. BY THE ORDER OF THE BOARD OF DIRECTORS
OF CHATHAM ROCK PHOSPHATE LIMITED

s/ ”Chris Castle”
CHRIS CASTLE,
President and Chief Executive Officer

---

LODGE YOUR PROXY
Online:
https://investorcentre.linkmarketservices.co.nz/voting/CRP

Scan & email:
meetings@linkmarketservices.com Mail:
Fax: +64 9 375 5990 Use the enclosed reply paid
Deliver: envelope or address to :
Link Market Services Link Market Services
Level 11, Deloitte Centre, PO Box 91976
80 Queen Street, Auckland 1010 Auckland 1142
Scan this QR code with your smartphone and vote online

General Enquiries

+64 9 375 5998 | enquiries@linkmarketservices.com


PROXY FORM/ADMISSION CARD CHATHAM ROCK PHOSPHATE LIMITED ANNUAL MEETING AND SPECIAL MEETING OF
SHAREHOLDERS
The Annual Meeting and Special Meeting of Shareholders of Chatham Rock Phosphate Limited (the Company) will be held at the offices of Duncan
Cotterill located at Level 2, Chartered Accountants House, 50 Customhouse Quay, Wellington 6011 New Zealand on Thursday, 15 October 2020 at
5:00pm.


Appointment of proxy
If you DO NOT propose to ATTEND the Annual Meeting please complete and return this form (in accordance with the lodgement instructions above) to
be received by Link Market Services (the share registry), no later than 5:00pm, on Tuesday, 13 October 2020. You can also appoint your proxy and
vote on the resolutions on the reverse of this form online by going to https://investorcentre.linkmarketservices.co.nz/voting/CRP or by scanning the QR
code above with your smartphone. Your proxy need not be a Shareholder of the Company. You may appoint the Chairman of the Meeting as your proxy
by entering “Chairman” in the relevant space on the reverse of this form.

Voting of your holding
Direct your proxy how to vote by making the appropriate election, either online or on this Proxy Form, in respect of each item of business. If you return
this form without directing the proxy how to vote on any particular matter the proxy may vote as he/she thinks fit or abstain from voting (providing the proxy
is eligible to vote on that matter). If this Proxy Form is returned duly signed by a Shareholder with voting instructions included, but without specifying a
person that is appointed as proxy, the Chairman is deemed to be the proxy for the purpose of that form, but only to vote to the extent of the voting
instructions provided.

Voting Restrictions
Resolution 4: The Stock Option Plan must be approved by a majority of “disinterested shareholders” entitled to vote in person or by proxy at the Meeting.
“Disinterested shareholders” mean all Shareholder of the Company who are not directors, officers, promotors or other insiders of the Company, their
associates or affiliates.


Attending the Meeting
If you wish to vote in person, you should attend the Meeting. Please bring this Proxy Form/Admission Card with you to the Meeting to assist with
your registration. A corporation may appoint a person to attend and vote at the Meeting as its representative in the same manner as that in which it could
appoint a proxy. That person need not also be a shareholder.


Signing instructions for proxy forms

Individual
Where the holding is in one name, the shareholder must sign the Proxy Form.

Joint Holding
Where the holding is in more than one name, either of the joint shareholders may sign the Proxy Form.

Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the power of attorney under which it was signed (if not previously provided to the
Registrar), and a signed certificate of non-revocation of the power of attorney must accompany this Proxy Form.

Corporate Shareholder

In the case of a corporate shareholder, a duly authorised officer or director must sign this Proxy Form. Persons who sign on behalf of a corporate
shareholder must be acting with that corporate shareholder’s express or implied authority, or execute under the common seal of the corporate shareholder
(if it has one).







PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder/s of Chatham Rock Phosphate Limited:

hereby appoint _____________________________________________of________________________________________________
(Full Name) (Full Address)

Or failing him/her____________________________________________of________________________________________________
(Full Name) (Full Address)
As my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held at 5.00pm (NZT) on Thursday 15 October 2020 and
at any adjournment of that meeting.
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: For each resolution you must tick one box. If you mark the abstain box for an item, you are directing your proxy not to vote on your behalf
on a show of hands or a poll and your votes will not be counted computing the required majority, for that item
ORDINARY BUSINESS
To consider and, if thought fit, pass the following ordinary resolutions:

Tick (✓) in box to vote

For Against Abstain Discretion
1.
To set the number of Directors at Five (5).

2.
Election of Directors

a) Chris Castle

b) Robert Goodden

c) Linda Sanders

d) Jill Hatchwell

e) Ryan Wong



3.
Appointment of KPMG International, LLP as Auditors.

4.
Annual Approval of the Company’s Stock Option Plan.

and to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the meeting (or
any adjournment thereof). Unless otherwise instructed as above, the proxy will vote on each resolution as he/she sees fit, or may abstain from voting.
The proxy is appointed only in respect of the above meeting or any adjournment thereof.


STEP 3: SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed

Signed this ___________________________________________________ day of _____________________________________________2020

Signature _________________________________________________________________________________________________________
This must be completed


Contact Name: Daytime contact number:

Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor
communications by email please provide your email address below.