Chatham provides Quarterly Update

FORM 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate

I, CHRIS CASTLE, Chief Executive Officer of Chatham Rock Phosphate Limited, certify the
following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim
filings”) of Chatham Rock Phosphate Limited (the “issuer”) for the interim period ended
December 31, 2020.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the
interim filings do not contain any untrue statement of a material fact or omit to state a material
fact required to be stated or that is necessary to make a statement not misleading in light of the
circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim
financial report together with the other financial information included in the interim filings fairly
present in all material respects the financial condition, financial performance and cash flows of
the issuer, as of the date of and for the periods presented in the interim filings.

Date: March 1, 2021


s/ “Chris Castle”
Chris Castle
Chief Executive Officer


NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in
Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to
the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting
(ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations
relating to the establishment and maintenance of

i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the
issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded,
processed, summarized and reported within the time periods specified in securities legislation; and

ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge
to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability
of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-
109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other
reports provided under securities legislation.

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FORM 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate

I, ROBYN HAMILTON, Chief Financial Officer of Chatham Rock Phosphate Limited, certify the
following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim
filings”) of Chatham Rock Phosphate Limited (the “issuer”) for the interim period ended
December 31, 2020.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the
interim filings do not contain any untrue statement of a material fact or omit to state a material
fact required to be stated or that is necessary to make a statement not misleading in light of the
circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim
financial report together with the other financial information included in the interim filings fairly
present in all material respects the financial condition, financial performance and cash flows of
the issuer, as of the date of and for the periods presented in the interim filings.

Date: March 1, 2021


s/ “Robyn Hamilton”
Robyn Hamilton
Chief Financial Officer


NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in
Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to
the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting
(ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations
relating to the establishment and maintenance of

i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the
issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded,
processed, summarized and reported within the time periods specified in securities legislation; and

ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge
to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability
of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-
109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other
reports provided under securities legislation.

---

Consolidated Financial Statements
(Expressed in Canadian dollars)

CHATHAM ROCK PHOSPHATE LIMITED
For the nine months ended December 31, 2020 and 2019

1




CONTENTS


Consolidated Statement of Financial Position 2
Consolidated Statement of Operations and Comprehensive (Loss)/Income 3
Consolidated Statement of Changes in Equity 4
Consolidated Statement of Cash Flows 5
Notes to the Consolidated Financial Statements 6-32

2

CHATHAM ROCK PHOSPHATE LIMITED
Consolidated Statement of Financial Position
(Expressed in Canadian dollars)

December 31, March 31,
Notes
2020 2020




Assets








Current assets:




Cash and cash equivalents


$ 49,001 $ 12,352
Accounts receivable and other receivables


6,982 8,218
Current tax assets

- -
Other current assets
5
144,834 50,754


200,817 71,324




Non-current assets:



Property, plant and equipment


- -
NZX Bond

13,818 12,762
Mineral property interest
6
4,883,959 4,456,736


4,897,777 4,469,498



Total assets

$ 5,098,594 $ 4,540,822



Liabilities and Shareholders’ Equity





Current liabilities:


Trade and other payables
7
$ 132,908 $ 208,222


132,908 208,222




Total liabilities

132,908 208,222

Shareholders’ equity:



Share capital
8
35,695,190 35,108,126
Warrants reserve

230,186 230,186
Foreign currency translation reserve

40,849 (355,961)
Employee share option reserve

214,381 214,381
Accumulated deficit

(31,214,920) (30,864,132)
Total shareholders’ equity

4,965,686 4,332,600



Total liabilities and shareholders’ equity

$ 5,098,594 $ 4,540,822

Going concern (note 1)
Commitments and contingencies (note 17)

The accompanying notes form an integral part of these consolidated financial statements.

3

CHATHAM ROCK PHOSPHATE LIMITED
Consolidated Statements of Operations and Comprehensive (Loss)/ Income
(Expressed in Canadian dollars)
For the three and nine months ended December 31, 2020 and 2019

Notes
Three months
ended Dec
31, 2020
Three months
ended Dec
31, 2019
Nine months
ended Dec
31, 2020
Nine
months
ended Dec
31, 2019

Revenue
$ 1,340 $ 1,254 $ 3,840 $ 3,825


Finance income - (17) - 2,353
Finance expense (378) - (3,410) -
Net finance income/(expense)

11 (378) (17) (3,410) 2,353


Expenses


General and administrative expenses 12 (105,366) (128,887) (351,218) (389,341)
Expenses (105,366) (128,887) (351,218) (389,341)

Loss before income tax (continuing
operations)
(104,404) (127,650) (350,788) (383,163)

Income tax expense


-

-

-

-

Net loss for the period from continuing
operations
(104,404) (127,650) (350,788) (383,163)

Other Comprehensive Income

Foreign currency translation** 198,630 258,863 396,810 (182,448)

Total comprehensive (loss)/profit for the
period
$ 94,226 $ 131,213 $46,022 $(565,611)

Basic shareholders’ loss per share
(Canadian cents)


$ (0.31)

$ (0.50)

$ (1.09)

$ (1.50)

Diluted shareholders’ loss per share
(Canadian cents)


$ (0.31)

$ (0.50)

$ (1.09)

$ (1.50)

Weighted average number of common
shares outstanding


33,699,154

25,712,744

32,299,742

25,561,568

**Items which can subsequently be reclassified to profit or loss

The accompanying notes form an integral part of these consolidated financial statements.

4

CHATHAM ROCK PHOSPHATE LIMITED
Consolidated Statement of Changes in Equity
(Expressed in Canadian dollars, except number of common shares)
For the nine months ended December 31, 2020 and 2019
Number of
common
shares
Number of
warrants
Share capital Warrants
reserve
Foreign
currency
translation
Employee
share option
reserve
Accumulated
deficit
Shareholders’
equity
Balance, April 1, 2019 24,303,754 4,243,402 35,068,781 - - 230,787 (30,302,781) 4,996,787
Issue of shares, net of costs,
and discretionary warrants 1,999,686 1,323,657 246,722 22,809 - - - 269,531
Transfer of cost of warrants - - (207,377) 207,377 - - - -
Expiry of discretionary warrants - (3,413) - - - - - -
Cancellation of options - - - - - (55,506) 55,506 -
Share-based payments - - - - - 39,100 - 39,100
Transactions with owners 39,345 230,186 - (16,406) 55,506 308,631
Transfer - - - - (23,439) - 23,439 -
Loss for the period - - - - - - (383,163) (383,163)
Currency Translation Loss - - - - (182,448) - - (182,448)
Total comprehensive income for
the period - - (205,887) - (359,724) (565,611)
Balance, December 31, 2019 26,303,440 5,563,646 35,108,126 230,186 (205,887) 214,381 (30,606,999) 4,739,807

Loss for the period - - - - - - (257,133) (257,133)
Currency Translation Loss - - - - (150,074) - - (150,074)
Total comprehensive income for
the period - - (150,074) - (257,133) (407,207)
Balance, March 31, 2020 26,303,440 5,563,646 35,108,126 230,186 (355,961) 214,381 (30,864,132) 4,332,600

Issue of shares, net of costs,
and discretionary warrants 7,395,714 7,395,714 587,064 - - - - 587,064
Transactions with owners 587,064 - - - - 587,064
Loss for the period - - - - - - (350,788) (350,788)
Currency Translation Loss - - - - 396,810 - - 396,810
Total comprehensive income for
the period - - 396,810 - (350,788) 46,022
Balance, December 31, 2020 33,699,154 12,959,360 35,695,190 230,186 40,849 214,381 (31,214,920) 4,965,686

The accompanying notes form an integral part of these consolidated financial statements.

5

CHATHAM ROCK PHOSPHATE LIMITED
Consolidated Statements of Cash flows
(Expressed in Canadian dollars)
For the three and nine months ended December 31, 2020 and 2019


Notes
Three
months
ended Dec
31, 2020
Three months
ended Dec
31, 2019
Nine months
ended Dec
31, 2020
Nine
months
ended Dec
31, 2019


Cash flows from operating activities:





Net interest received
$ - $ (40) $ - $ 1,945
Cash received from suppliers
1,340 1,254 3,840 3,825
Cash paid to suppliers
(117,855) - (597,682) -
Interest paid
(378) (91,907) (1,687) (468,897)
Tax refund received
- - - 2,055
Net cash (used in) operating activities 16 (116,893) (90,693) (595,529) (461,072)






Cash flows from investing activities:





Payments in respect of exploration and
evaluation (6,357) - (72,492) -
Net cash (used in) investing activities

(6,357) - (72,492) -






Cash flows from financing activities:





Proceeds received in advance of private
placement (January 2021) 93,699 - 93,699 -
Proceeds from issue of share capital, net of
issue costs

- 97,144 587,064 320,532
Net cash from financing activities 93,699 97,144 680,763 320,532





Net increase/(decrease) in cash and cash
equivalents (29,551) 6,451 12,742 (140,540)
Cash and cash equivalents, beginning of
period 78,166 69,834 12,352 243,615
Effect of foreign exchange rate fluctuations
on cash held 386 17,230 23,907 (9,560)
Cash and cash equivalents, end of period
$ 49,001 $ 93,515 $ 49,001 $ 93,515


The accompanying notes form an integral part of these consolidated financial statements.

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
For the three months ended December 31, 2020 and 2019



6

1. Nature of business and going concern

Chatham Rock Phosphate Limited (the “Group” or “CRP”) is a development-stage Group incorporated under the
Business Corporations Act (British Columbia) and listed on the Toronto Stock Exchange’s Venture Exchange
(“TSX-V”). The Group is also registered on the overseas company register under the New Zealand Companies
Act 1993 and listed on the New Zealand Stock Exchange (“NZX”). The Group is an FMC reporting entity under
part 7 of the Financial Markets Conduct Act 2013 (New Zealand).
The Group comprises the parent Group and its wholly owned subsidiaries. The financial statements are
presented for the consolidated group.
Chatham Rock Phosphate Limited’s focus is the development and exploitation of the Chatham Rise rock
phosphate deposit offshore New Zealand and potential overseas phosphate projects.
The Group’s registered offices are:
• 3200 – 650 West Georgia Street, Vancouver, B.C., Canada V6B 4P7
• Level 1, 93 The Terrace, Wellington 6011, New Zealand
Accordingly, the Group has reporting obligations in both the Canadian and New Zealand jurisdictions.

2. Basis of preparation

(a) Statement of compliance:
These consolidated financial statements have been prepared in accordance with the principles of the
International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards
Board (“IASB”).
(b) Approval of the financial statements:
The consolidated financial statements for the period ended December 31, 2020 were reviewed by the Audit
Committee and approved and authorized for issue by the Board of Directors on March 01, 2021.
(c) Basis of measurement:
These consolidated financial statements have been prepared on the historical cost basis, utilising the
accrual method of accounting unless otherwise described in the following notes.

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
For the three months ended December 31, 2020 and 2019



7

2. Basis of preparation (continued)

(d) Going concern:
These consolidated financial statements have been prepared on a going concern basis, which assumes that
the Group has the ability and intention to continue operations for a period of at least 12 months from the
date of the financial statements. The following conditions indicate the existence of a material uncertainty
that may cast significant doubt on the validity of this assumption.
Marine consent re-application
The Group requires a marine consent in order to undertake its proposed operations. On February 11, 2015,
the Group was refused Marine Consent by an Independent Decision Making Committee (DMC) convened
by the Environmental Protection Authority (EPA), New Zealand’s environmental regulator on grounds which
the Group disputes. The Directors plan is to re-submit its Marine Consent application with the EPA once
additional funding (see below) has been secured. Management has conducted an independent review of the
marine consent application and the EPA judgement and has identified the areas where their application was
deficient. These deficiencies are to be addressed and communicated as part of the re-submission. The
outcome of the re-submission is uncertain.
Avenir Makatea Acquisition
On December 21, 2020 the Company announced that it had concluded negotiations to acquire French
Polynesia-based Avenir Makatea Pty Limited. The merger was negotiated at arm’s length.
Avenir Makatea proposes, once fully permitted, to recover phosphate from the island of Makatea in French
Polynesia, which will also enable the rehabilitation of previously mined parts of the island.

The purchase price is CAD $1,455,000 and will be settled through an issue of shares. The acquisition is
subject to certain conditions including TSX.V approval. When the transaction is completed the vendors of
Avenir Makatea will hold approximately 28% of the enlarged capital of the Group.
Additional funding
The Group incurred a net loss of $104,404 during the three months ended December 31, 2020 (2019:
$127,650 net loss) and as of that date the Group’s current assets exceed its current liabilities by $67,909
(March 31, 2020: current liabilities exceed current assets by $136,898). During the period the Group had
operating cash outflows of $116,893 (2019: $90,693 operating cash outflows) and had a cash balance of
$49,001 (March 31, 2020: $12,352).
The Directors forecast they have sufficient cash to continue to fund operations for at least 12 months from
the date the financial statements are signed. While management do not currently have committed funding
to fund operations beyond this point, or to fully fund the marine consent re-application in its entirety, it has a
history of raising additional funds and therefore expects to continue to meet its obligations for the
foreseeable future, and to raise funding to complete the marine consent re-application.

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
For the three months ended December 31, 2020 and 2019



8

2. Basis of preparation (continued)

(d) Going concern (continued):
Management’s cash flow forecasts include the following assumptions:
• The Group continues to manage its corporate costs appropriately within existing available funds.
• The Directors will continue to raise further capital as required by one of a combination of the
following: placement of shares; pro-rata issue to shareholders; and/or further issue of shares to the
public.
• Expenditure is scalable such that the Group can continue to operate depending on funding
obtained. This includes continuing to operate for a period of 12 months from the date of the
financial statements in the event to further funding is obtained during that period.
• The Directors plan to evolve the company from a single project focus into a more diversified
company, principally involving other phosphate assets.

The Group has obligations under the Minimum Work Programme for its existing mining permit as disclosed
in Note 19. The work programme commitments have been met to date. If sufficient funding is not received
the Group has the ability to apply to defer and reduce planned expenditure, similar to what the Group has
done in the past.
In preparing these consolidated financial statements, the Directors have considered the above material
uncertainties. They believe that the plans they have implemented to address the uncertainties are feasible.
In reaching this assessment, the Directors have considered:
• the independent review of its marine consent application including the identified areas of deficiency
and its assessment of further study of how these deficiencies can be addressed;
• the Group’s past success in managing costs to meet available funding; and
• the Group’s previous ability to raise equity funding.
On this basis, the Directors believe that the Group has the ability to generate sufficient funding to continue
operations for at least the next 12 months from the date of authorising the financial statements. Hence, they
consider the use of the going concern basis is appropriate.
These financial statements do not include any adjustments that may be made to reflect that situation should
the Group be unable to continue as a going concern, which means it may not be able to realise its assets or
settle its liabilities in the normal course of business. Such adjustments may include realising assets at
amounts other than those recorded in the financial statements, in particular the Mineral property interest of
$4,883,959. In addition, the Group may have to:
• provide for further liabilities that may arise;
• reclassify certain non-current assets and liabilities as current.

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
For the three months ended December 31, 2020 and 2019



9

2. Basis of preparation (continued)

(e) Functional and presentation currency:
These consolidated financial statements are presented in Canadian dollars ($) as the Group’s primary listing
is on the Toronto Stock Exchange’s Venture Exchange. The functional currency of the parent company is
Canadian Dollars and the functional currency of Chatham Rock Phosphate (NZ) Limited, the subsidiary
company, is New Zealand dollars (NZD), the currency of the primary economic environment in which it
operates.
(f) Significant accounting judgements, estimates and assumptions:
The preparation of the consolidated financial statements requires management to make judgements,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities,
and accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these
assumptions and estimates could result in outcomes that require a material adjustment to the carrying
amount of assets or liabilities affected in future periods.

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting
date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year, are described below. The Group based its assumptions and
estimates on parameters available when the financial statements were prepared. Existing circumstances
and assumptions about future developments, however, may change due to market changes or
circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions
when they occur.
In the process of applying the Group’s accounting policies, management has made the following
judgements, which have the most significant effect on amounts recognised in the consolidated financial
statements:
Share-based payment transactions
The Group measures the cost of equity-settled transactions by reference to the fair value of the equity
instruments at the date at which they are granted. The Company includes an estimate of forfeitures, share
price volatility, expected life of awards, and risk-free interest rates in the calculation of the expense related
to certain long-term employee incentive plans. These estimates are based on previous experience and may
change throughout the life of an incentive plan. Such changes could impact the share-based payments
reserve.
Exploration and evaluation costs
Significant judgement is required in determining whether it is likely that future economic benefits will be
derived from the capitalised exploration and evaluation expenditure. In the judgement of the Directors, at
March 31, 2020 exploration activities in each area of interest where amounts remain capitalised have not
yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically
recoverable reserves. Active and significant operations in relation to each of those areas of interest are
planned and nothing has come to the attention of the Directors to indicate future economic benefits will not
be achieved.

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
For the three months ended December 31, 2020 and 2019



10

2. Basis of preparation (continued)

(f) Significant accounting judgements, estimates and assumptions (continued):
The Group cannot commence mining operations without the Marine Consent. The Group filed for the
Marine Consent on May 14, 2014 but was declined on February 11, 2015. While the Group considers that it
has a good case to receive the Marine Consent on re- application, there is no guarantee that the Marine
Consent will be granted. If the Marine Consent is not granted or is granted subject to economically
unfeasible conditions, the Group will not be able to proceed with mining operations in respect of the Mining
Permit, which could have a material adverse effect on the financial condition, operations, and prospects of
the Group.
In the event where ongoing committed activities cannot be funded by existing financial resources, the Group
will either need to raise additional capital, or meet its obligations either by farm-out or partial sale of the
Group’s exploration interests, or subject to negotiation and approval, vary the minimum work requirements.
The Directors are continually monitoring those areas of interest and are exploring alternatives for funding
the development of those areas of interest when economically recoverable reserves are confirmed. If new
information becomes available that suggests the recovery of expenditure is unlikely, the amounts capitalised
will need to be reassessed at that time.

COVID-19
The current outbreak of COVID-19 and the subsequent quarantine measures imposed by the New Zealand
government as well as the travel restrictions imposed by New Zealand and other countries in early 2020
have caused disruption to businesses and economic activity.
The Group has considered the nature of the event and concluded that the impact on the Group’s current
activities to be minimal.

(g) New accounting standards:
(i) New IFRS standards and interpretations adopted
There are no other relevant standards and revisions to standards that have been published and are
mandatory for the Company’s accounting periods beginning on or after 1 April 2020.
(ii) New IFRS standards and interpretations issued but not yet adopted
The standards below have been issued but not early adopted by the Group. It is expected that these will be
adopted from the first period beginning on or after the effective date of the pronouncement.

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
For the three months ended December 31, 2020 and 2019



11

3. Significant accounting policies

The accounting policies set out below have been applied consistently for all periods presented in these
consolidated financial statements.
(a) Basis of consolidation:
Business combinations are accounted for using the acquisition method as at the acquisition date, which is
the date on which control is transferred to the Group. Control is the power to govern the financial and
operating policies of an entity so as to obtain benefits from its activities. In assessing control, the Group
takes into consideration potential voting rights that currently are exercisable.

Transactions costs, other than those associated with the issue of debt or equity securities, that the Group
incurs in connection with a business combination are expensed as incurred. Any contingent consideration
payable is measured at fair value at the acquisition date. If the contingent consideration is classified as
equity, then it is not re-measured and settlement is accounted for within equity.

Otherwise, subsequent changes in the fair value of the contingent consideration are recognised in profit or
loss. The Group recognises the fair value of all identifiable assets, liabilities and contingent liabilities of the
acquired business.
Subsidiaries
Subsidiaries are entities controlled by the Group. The financial statements of subsidiaries are included in the
consolidated financial statements from the date that control commences until the date that control ceases.
Transactions eliminated on consolidation
Intra-group balances are eliminated in preparing the consolidated financial statements.
These consolidated financial statements include the accounts of the Group and its subsidiaries. All inter-
Group transactions and balances are eliminated on consolidation.

Significant subsidiaries of the Group are as follows:

Country of Effective
Name incorporation interest

Chatham Rock Phosphate (NZ) Limited New Zealand 100
Manmar Investments One Hundred and
Nine (Proprietary) Limited

Namibia

100
Pacific Rare Earths Limited New Zealand 100


All of the subsidiaries have a March, 31 balance date.
Manmar Investments One Hundred and Nine (Proprietary) Limited and Pacific Rare Earths Limited both did
not have any transactions during the years ending March 31, 2020 and 2019.

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
For the three months ended December 31, 2020 and 2019



12

3. Significant accounting policies (continued)


(b) Currency translation:
Transactions in currencies other than the functional currency are recorded at the rate of exchange prevailing
on the date of the transaction. Monetary assets and liabilities are translated at the exchange rate in place on
the reporting date. Non-monetary items that are measured at historical cost in a foreign currency are
translated at the exchange rate on the date of the transaction. Non-monetary assets and liabilities
denominated in foreign currencies that are measured at fair value are retranslated to the functional currency
at the exchange rate at the date the fair value was determined. Foreign currency translation differences are
recognised in profit or loss.
For consolidation purposes, Chatham Rock Phosphate (NZ) Limited is translated into the Group’s
presentation currency of Canadian dollars. Assets and liabilities are translated using the exchange rate
prevailing at the end of the reporting period. Income and expense items are translated at the average
exchange rate for the relevant period. Translation differences are recognised in other comprehensive
income (loss) and are accumulated within equity in the currency translation reserve.

(c) Share capital:
Common shares are classified as equity. Incremental costs directly attributable to the issue of ordinary
shares and share options are recognised as a deduction from equity.

(d) Share purchase warrants:
The Group issues transferrable share purchase warrants as part of their common share capital offering. The
warrants are classified as an equity instrument as it only allows the holder to purchase one common share
at a fixed price and is a non-derivative contract.
The consideration received on the sale of share and share purchase warrant is allocated using the residual
method. The allocated amounts are presented respectively as share capital and warrants reserve account,
within the Statement of Changes in equity.
Any re-measurement adjustment, as a result of a subsequent modification of the terms of warrants, is not
recognised within equity.

(e) Share-based payments:
The Company has a share option plan, under which the fair value of all share-based awards as estimated
using the Black-Scholes Option Pricing Model at the grant date and amortized over the vesting periods. An
individual is classified as an employee when the individual is an employee for legal or tax purposes (direct
employee) or provides services similar to those performed by a direct employee, including directors of the
Company. The amount recognized as an expense is adjusted to reflect the number of awards expected to
vest. The offset is credited to share-based payments reserve.

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
For the three months ended December 31, 2020 and 2019



13

3. Significant accounting policies (continued)

(e) Share-based payments (continued):
Upon exercise of the share purchase options, consideration paid together with the amount previously
recognized in share-based payment reserve is recorded as an increase to share capital. Charges for share
purchase options that are forfeited before vesting are reversed from the share-based payments reserves.
For those share purchase options that expire or are forfeited after vesting, the amount previously recorded
in share-based payments reserve is transferred to accumulated deficit.

(f) Impairment:
Non-financial assets other than indefinite life intangibles are tested for impairment whenever events or
changes in circumstances indicate that the carrying amount may not be recoverable.
The Group conducts an annual internal review of asset values, which is used as a source of information to
assess any indicators for impairment. If any impairment exists, an estimate of the asset’s recoverable
amount is calculated. Refer to factors considered in identifying whether the mineral asset may be impaired
in Note (h).
An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its
recoverable amount. Recoverable amount is the higher of an assets fair value less costs of disposal and
value in use. Non-financial assets that have suffered an impairment are tested for possible reversal of the
impairment whenever events or changes in circumstances indicate that the impairment may have reversed.

(g) Mineral property interest:
Exploration and evaluation costs, including the costs of applying and acquiring licences, are capitalised as
intangible assets on an area of interest basis. Costs incurred before the Group has obtained the legal rights
to explore an area are recognised in the Statement of Comprehensive Income.
Exploration and evaluation assets are classified as intangible assets and are measured at cost less any
accumulated amortisation and impairment losses. Amortisation will commence once the Group has
commenced mining operations and will be recognised on a unit of production basis.
Exploration and evaluation assets are recognised and carried forward if the rights of the area of interest are
current and either:
(i) The expenditures are expected to be recouped through successful development and exploitation
of the area of interest; or
(ii) Activities in the area of interest have not at the reporting date, reached a stage which permits a
reasonable assessment of the existence or other wise of economically recoverable reserves and
active and significant operations in, or in relation to, the area of interest are continuing.

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
For the three months ended December 31, 2020 and 2019



14

3. Significant accounting policies (continued)

(g) Mineral property interest (continued):
Ultimate recoupment of costs is dependent on successful development and commercial exploration or
alternatively sale of respective areas. Costs are written off as soon as an area has been abandoned or
considered to be non-commercial.
Exploration and evaluation assets are assessed for impairment when facts of circumstances suggest that
the carrying amount of the exploration and evaluation assets may exceed its recoverable amount. The
below facts and circumstances indicate that an entity should test exploration and evaluation assets for
impairment (the list is not exhaustive):
(a) the period for which the entity has the right to explore in the specific area has expired during the
period or will expire in the near future, and is not expected to be renewed.
(b) substantive expenditure on further exploration for and evaluation of mineral resources in the
specific area is neither budgeted nor planned.
(c) exploration for and evaluation of mineral resources in the specific area have not led to the
discovery of commercially viable quantities of mineral resources and the entity has decided to
discontinue such activities in the specific area.
(d) sufficient data exist to indicate that, although a development in the specific area is likely to
proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in
full from successful development or by sale.
Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of
interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first
tested for impairment and then reclassified from intangible assets to mining property and development
assets within property, plant and equipment.

(h) Finance income and expenses:
Finance income comprises interest income on bank deposits and foreign currency gains that are recognised
in the Statement of Comprehensive Income. Interest income is recognised as it accrues, using the effective
interest method.
Finance expenses comprise interest expense and foreign currency losses, are recognised in the Statement
of Comprehensive Income. All borrowing costs are recognised in the Statement of Comprehensive Income
using the effective interest method.

(i) Income tax:
Income tax expense comprises current and deferred tax. Income tax expense is recognised in the
Statement of Comprehensive Income except to the extent that it relates to items recognised directly in
equity, in which case it is recognised in equity.

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
For the three months ended December 31, 2020 and 2019



15


3. Significant accounting policies (continued)

(i) Income tax (continued)
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or
substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is
measured at the tax rates that are expected to be applied to the temporary differences when they reverse,
based on the laws that have been enacted or substantively enacted by the reporting date.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available
against which temporary differences can be utilised. Deferred tax assets are reviewed at each reporting
date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

(j) Financial assets:
Financial asset are measured at:
(I) Amortized cost;
(ii) Fair Value in Other Comprehensive Income (“FVOCI”) – debt investment;
(iii) FVOCI – equity investment; and
(iv) Fair Value Through Profit or Loss (“FVTPL”).
The classification depends on the business model in which the financial asset is managed and its
contractual cash flow characteristics. Derivatives embedded in contracts where the host is a financial asset
in the scope of IFRS 9, Financial Instruments, are never separated. Instead, the hybrid financial instrument
as a whole is assessed for classification. The Group does not have any FVOCI instruments.

A financial asset is measured at amortized cost if it meets both of the following conditions and is not
designated as at FVTPL:
- it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
- its contractual terms give rise on specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
A financial asset (unless it is a trade receivable without a significant financing component that is initially
measured at the transaction price) is initially measured at fair value plus, for an item not at FVTPL,
transaction costs that are directly attributable to its acquisition.

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
For the three months ended December 31, 2020 and 2019



16

3. Significant accounting policies (continued)

(j) Financial assets (continued)
The following accounting policies apply to the subsequent measurement of financial assets:
Financial assets at FVTPL These assets are subsequently measured at fair value. Net gains and
losses, including any interest or dividend income, are recognized in
profit or loss.
Financial assets at amortized cost These assets are subsequently measured at amortized cost using the
effective interest method. The amortized cost is reduced by
impairment losses. Interest income, foreign exchange gains and
losses and impairment are recognized in profit or loss. Any gain or loss
on derecognition is recognized in profit or loss.
Impairment of financial assets
Financial assets measured at amortized cost, contract assets, and debt investments in FVOCI, but not
investments in equity instruments, are assessed for credit impairment under the expected credit loss
(“ECL”) model of impairment. This impairment model applies to lease receivables, loan commitments, and
financial guarantee contracts; the Company has no such items. The financial assets at amortized cost
consist of accounts receivables, cash and cash equivalents.
Measurement of ECLs
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value
of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the
contract and the cash flows that the Company expects to receive). ECLs are discounted at the effective
interest rate of the financial asset.
Credit-impaired financial assets
At each reporting date, the Company assesses whether financial assets carried at amortized cost and debt
securities at FVOCI are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that
have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

Presentation of impairment
Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying
amount of the assets. Impairment losses related to accounts and other receivables are presented
separately in the statement of profit or loss and OCI. Impairment losses on other financial assets are
presented under ‘finance costs’, and not presented separately in the statement of profit or loss and OCI due
to materiality considerations.

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
For the three months ended December 31, 2020 and 2019



17

3. Significant accounting policies (continued)

(k) Financial liabilities:
Financial liabilities are classified as either financial liabilities at fair value through profit or loss or financial
liabilities at amortized cost.
Financial liabilities
Financial liabilities at amortized cost are initially measured at fair value, net of transaction costs incurred and
subsequently measured at amortized cost. Any difference between the amounts originally received, net of
transaction costs, and the redemption value is recognized in profit or loss over the period to maturity using
the effective interest method.
Financial liabilities are classified as current or non-current based on their maturity dates. The Company has
classified accounts payable and other liabilities as liabilities at amortized cost.
De-recognition of financial liabilities
The Company de-recognizes financial liabilities when, and only when, the Company’s obligations are
discharged, cancelled or they expire.

(l) Earnings per share:
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is
calculated by dividing the profit or loss attributable to ordinary shareholders of the Group by the weighted
average number of ordinary shares outstanding during the period.

Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the
weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary
shares, which comprise share warrants and options.

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
For the three months ended December 31, 2020 and 2019



18

4. Segment reporting

The Group conducts its business as a single reportable operating segment, being the development of a defined
rock phosphate deposit.

The chief operating decision maker, who is responsible for allocating resources and assessing performance of
the operating segment, has been identified as the Board. The Board manages development activity through
review and approval of contracts and other operational information.

The Group operates in the minerals exploration industry within New Zealand and has commenced due diligence
activities on phosphate assets overseas. However, as the overseas activities have not been significant to date,
the Chief Operating Decision Maker, which is the CEO, does not analyze the overseas activities separately. The
overseas license are subject to a moratorium therefore limiting the Group’s activities.

5. Other current assets


December 31, March 31,
2020 2020

Prepayments $ 144,834 $ 50,754
$ 144,834 $ 50,754

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
For the three months ended December 31, 2020 and 2019



19

6. Mineral property interest

Exploration and evaluation on Chatham Rise Project

December 31, March 31,
2020 2020

Opening balance $ 4,456,736 $ 4,680,435
Exploration costs capitalised 55,681 87,574
Foreign exchange fluctuation 371,542 (311,273)

Net book value $ 4,883,959 $ 4,456,736


Cost $ 22,143,712 $ 20,397,463
Impairment (17,259,753) (15,940,727)

Net book value $ 4,883,959 $ 4,456,736


The recoverability of the carrying amounts of exploration and evaluation assets is dependent on the Group
gaining a Marine Consent for the project to be commercially successful. Commitments and tenure of the permit
is included in Note 19.

The Group was granted a Minerals Prospecting Licence (“MPL”) 50270 under the Continental Shelf Act 1964 on
February 25, 2010 for a period of four years. The licence was extended for a further nine years and due to expire
on 24 February 2020. The Group relinquished the permit early on August 29, 2019. The licence covered
2887km2 of the Chatham Rise and was located approximately 450 kilometres east of Christchurch.

The Group was granted a Minerals Mining Permit 55549 on December 6, 2013. The Minerals Mining Permit
covers 820 sq km within the MPL 50270 area. The Mining Permit is for twenty years (expiry 2033) and subject to
the granting of a Marine Consent from the Environmental Protection Authority (“EPA”), will allow the Group to
conduct mining operations. The relinquishment of MPL 50270 has no impact on the mining permit and the
proposed mining programme.

On February 11, 2015, the Group was refused Marine Consent by an Independent Decision Making Committee
(DMC) convened by the Environmental Protection Authority (EPA), New Zealand’s environmental regulator on
grounds which the Group disputes. Subsequently, the Directors impaired the carrying value of the capitalised
costs to represent their best estimate of the recoverability as the Group reconsiders the re-submission of the
Marine Consent with the EPA.

On April 27, 2017 and December 8, 2017 the Group was granted a change of conditions in the permit to further
defer the minimum work programme commitments. All work commitments have been met to date.

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
For the three months ended December 31, 2020 and 2019



20

6. Mineral property interest (continued)

The Group has considered whether there are any facts or circumstances that would indicate that the mineral
property interest should be assessed for impairment and noted the following:
• The Group’s tenure to the mining permit over the area is current and is not to expire in the near future;
• Substantive expenditure on further exploration for and evaluation of mineral resources is still planned;
• Relevant studies suggest that the phosphate within the area remains commercially viable and once the
exploration begins the carrying amount of the asset is likely to be recovered.

The above factors are unchanged and it was concluded that no further impairment is required (March 31, 2020:
no impairment).

In December 2012, the Group applied for five prospecting licences offshore Namibia. The prospecting regime is
currently subject to a moratorium. It remains the intention of the Directors to pursue these licences.

7. Trade other payables


December 31, March 31,
2020 2020

Trade and other payables due to related parties $ 12,816 $ 11,837
Other trade payables 119,199 151,102
Accrued expenses 893 45,283

$ 132,908 $ 208,222

8. Share capital

(a) Authorised:
The Group's share capital consists of an unlimited number of common shares without par value.
The holders of ordinary shares are entitled to receive dividends and are entitled to one vote per share at
meetings of the Group, to the extent to which they have been paid up. All shares rank equally with regard to
the Group’s residual assets.

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
For the three months ended December 31, 2020 and 2019



21

8. Share capital (continued)
(b) Issued and outstanding:

Number
of shares Amount

Balance, April, 1, 2019 24,303,754 35,068,781

Transfers of share capital costs during the year - (207,377)

Issued during the year:
Shares issued net of costs 1,999,686 246,722

Balance, March 31, 2020 26,303,440 35,108,126

Issued during the year:
Shares issued net of costs 7,395,714 587,064

Balance, December 31, 2020 33,699,154 $ 35,695,190


(c) On May 5, 2020 the Company closed a non-brokered private placement of 5,029,820 units at a price of
CAD$0.08 per Unit for gross proceeds of CAD$402,386. Each unit consists of one common share and one
transferable share purchase warrant. Each whole warrant entitles the holder to purchase one common
share at a price of CAD$0.45 per share any time prior to the date that is five years from the date of
issuance.

On June 23, 2020 the Company closed a non-brokered private placement of 2,365,894 units at a price of
CAD$0.08 per Unit for gross proceeds of CAD$189,272. Each unit consists of one common share and one
transferable share purchase warrant. Each whole warrant entitles the holder to purchase one common
share at a price of CAD$0.45 per share any time prior to the date that is five years from the date of
issuance.

(d) Warrants:

Original Grant Date

Modified Grant Date Original Expiry Date Modified Expiry Date
December 27, 2017 February 18, 2019 December 27, 2019 December 27, 2022
January 24, 2018 February 18, 2019 January 24, 2020 January 24, 2023
December 13, 2018 February 18, 2019 December 13, 2020 December 13, 2023
August 25, 2018 February 18, 2019 August 25, 2020 August 25, 2023
March 26, 2019 - March 26, 2024 -
April 23, 2019 - April 23, 2024 -
December 23, 2019 - December 23, 2024 -
May 5, 2020 - May 5, 2025 -
June 23, 2020 - June 23, 2025 -

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
For the three months ended December 31, 2020 and 2019



22

8. Share capital (continued)

(e) Warrants (continued):

Expiry Date Exercise
prices
Balance
March 31,
2020
Issued Exercised Expired/
cancelled/
forfeited
Balance
December
31, 2020
December 27,
2022
$0.45 442,293 - - - 442,293
January 24, 2023 $0.45 486,368 - - - 486,368
December 13,
2023
$0.45 1,172,885 - - - 1,172,885
August 25, 2023 $0.45 381,780 - - - 381,780
March 26, 2024 $0.45 1,756,663 - - - 1,756,663
April 23, 2024 $0.45 676,026 - - - 676,026
Dec 23, 2024 $0.45 647,631 - - - 647,631
May 5, 2025 $0.45 - 5,029,820 - - 5,029,820
June 23, 2025 $0.45 - 2,365,894 - - 2,365,894
5,563,646 7,395,714 - - 12,959,360
Weighted average
exercise price

$0.45

$0.45

-

-

$0.45
Weighted average
remaining life (years)

3.60

4.44

-

-

3.76

On May 5, 2020 as part of a Share Purchase Plan the Company issued 5,029,820 non-transferable share
purchase warrants. Each warrant entitles the holder to purchase one common share at a price of CAD$0.45
per share any time prior to May 5, 2025.

On June 23, 2020 as part of a Share Purchase Plan the Company issued 2,365,894 non-transferable share
purchase warrants. Each warrant entitles the holder to purchase one common share at a price of CAD$0.45
per share any time prior to June 23, 2025.

Using the residual approach, the warrants issued in May and June 2020 were valued at $nil. These are
deemed Level 2 fair values as it is in reference to the quoted price of the shares at issuance date.

During the year ended March 31, 2020, the cost allocated to the share purchase warrants issued in prior
years were transferred from Share capital to the Warrants reserve account. As this was merely a
reclassification within equity accounts, this was not considered to materially impact the financial statements
and therefore the reclassification was effected in the year ended March 31, 2020 and not treated as a prior
year adjustment.

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
For the three months ended December 31, 2020 and 2019



23

8. Share capital (continued)


On February 18, 2019 the Company announced that all issued 2017 warrants would be reduced in price
from CAD $1.00 per common share to CAD $0.45 per share and that it was going to extend the expiry date
from two years to five years from the date of issuance. None of the 2017 warrants have to date been
exercised.

It was also announced that the December 2018 and August 2018 options would also be extended to five
years from the date of issuance. None of the December 2018 or August 2018 warrants have to date been
exercised.

The warrant terms were changed in order to ensure that they can be exercised after the achievement of key
future milestones including the grant of the environmental permit and the commencement of the dredging
operations.


9. Share based payments

(a) Recognised share-based payment expenses
The purpose of the share-based payments is to reward key consultants and cornerstone investors in a
manner that aligns remuneration with the creation of shareholder wealth. As the Company’s activities have
been predominantly developing an already defined mineral deposit, shareholder wealth is dependent, for
the foreseeable future, on development success rather than an improvement in the Company’s earnings.

The Company grants share purchase options pursuant to the policies of the TSX-Venture Exchange with
respect to eligible persons, exercise price, maximum term, vesting, maximum options per person and
termination of eligible person status. These are treated as equity-settled share based payments.

During the year ended March 31, 2019 the Company granted 1,690,000 share options under the share
option plan of May 8, 2018. The options expire on May 8, 2023 and are exercisable at $0.29 per share.
1,580,000 options fully vested on May 8, 2018 and 110,000 options will vest upon a performance hurdle
being achieved. The performance hurdle is gaining the Marine Consent. Following the resignation of two
directors, 380,000 options have been forfeited.

During the year ended March 31, 2020 500,000 share options were granted under the share option plan of
May 8, 2018. The options expire on October 8, 2029 are exercisable at $0.11 per share. 500,000 options
fully vested on October 8, 2019.

The share-based payment expense of $39,100 (2019: $231,787) was estimated using the Black-Scholes
Option Pricing model assuming a risk free rate of 1% (2019: 2.16%), a volatility of 65%, an expected
dividend rate of nil and an expected life of 10 years (2019: 5 years). The shares in the Company traded at
CAD $0.11 (2019: CAD$0.27) on the grant date.

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
For the three months ended December 31, 2020 and 2019



24

9. Share based payments (continued)


The continuity of outstanding share based options for the three months ended December 31, 2020, is as
follows:

Expiry Date Exercise
prices
Balance
March 31
2020
Issued Exercised Expired/
cancelled/
forfeited
Balance
December
31, 2020
May 8, 2023, $0.29 1,310,000 - - - 1,310,000
October 8, 2029 $0.11 500,000 - - - 500,000
1,810,000 - - - 1,810,000
Weighted average
exercise price

$0.24

-

-

-

$0.24
Weighted average
remaining life (years)

4.86

-

-

-

4.10


(b) Equity-settled transactions
Share-based payments of C$nil (December, 31 2019: C$nil) were settled by the issue of nil (December, 31
2019: nil) ordinary shares in the Company.

10. Earnings per share

The earnings and weighted average number of outstanding shares used in the calculation of basic and diluted
earnings per share are as follows:


Three months
ended Dec
31, 2020
Three months
ended Dec
31, 2019
Nine months
ended Dec
31, 2020
Nine months
ended Dec
31, 2019

Loss used in the calculation of basic
EPS
$ (104,404) $ (127,650) $ (350,788) $ (383,163)
Weighted average number of
outstanding shares for the purpose of
basic EPS

33,699,154

25,712,744

32,299,742

25,561,568
Effect of dilution, weighted number of
mandatory warrants
- - - -
Weighted average number of
outstanding shares used in the
calculation of diluted EPS
33,699,154 25,712,744 32,299,742 25,561,568
Basic loss per share (Canadian cents) (0.31) (0.50) (1.09) (1.50)
Diluted loss per share (Canadian cents) (0.31) (0.50) (1.09) (1.50)



No dilution effect on diluted EPS as the company was operating at a net loss for the period.

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
For the three months ended December 31, 2020 and 2019



25

11. Finance income and expenses



Three months
ended Dec
31, 2020
Three months
ended Dec
31, 2019
Nine months
ended Dec
31, 2020
Nine months
ended Dec
31, 2019

Interest income on bank deposits - (17) - 1,968
Net foreign exchange gains - - - 385
Finance income - (17) - 2,353
Interest expense (378) - (1,687) -
Net foreign exchange losses - - (1,723) -
Finance expense (378) - (3,410) -
Net finance income and expenses (378) (17) (3,410) 2,353



12. General and administrative expenses

The following items of expenditure are included in administrative expenses:



Three months
ended Dec
31, 2020
Three months
ended Dec
31, 2019
Nine months
ended Dec
31, 2020
Nine months
ended Dec
31, 2019

Accountancy fees $ 5,754 $ 3,236 $ 10,970 $ 12,680
Consultancy fees 7,372 24,812 7,372 77,026
Directors fees - - - -
Insurance 5,000 2,797 15,000 10,389
Legal fees 12,569 7,255 56,824 44,945
Management fees 16,092 30,085 47,390 91,789
Marketing 38,400 - 148,400 -
Registry fees 2,727 2,239 12,101 8,414
Rent 4,913 4,596 14,078 14,023
Share-based payments - 39,100 - 39,100
Travel 239 5,262 2,701 31,980


The Board has agreed to forfeit directors fees for the year ended March 31, 2020 (beyond the amount charged).
Some directors are remunerated for their services through consultancy fees.

Refer to Note 15 for discussion on consultancy fees, which are charged by related parties.

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
For the three months ended December 31, 2020 and 2019



26

13. Financial instruments

Exposure to credit, market, foreign currency, equity prices and liquidity risks arise in the normal course of the
Group’s business.
Financial instruments are comprised of accounts receivable and other receivables, cash and cash equivalents,
other financial assets, trade creditors and other payables, and other financial liabilities.
Recognition and de-recognition of financial assets and liabilities
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual
provisions of the financial instrument. Financial assets and financial liabilities are recognised initially at fair value
plus transaction costs
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire,
or if the Group transfers the financial asset to another party without retaining control or substantial all risks and
rewards of the asset.
A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.
Subsequent measurement of financial assets
All financial assets held by the Group in the years reported have been designated into one classification, "loans
and receivables", being non-derivative financial assets with fixed or determinable payments that are not quoted
in an active market. After initial recognition these are measured at amortised cost using the effective interest
method, less provision for impairment. Discounting is omitted where the effect of discounting is immaterial.
All financial assets are subject to review for impairment at least once each reporting date. Accounts receivable
are reviewed for impairment when accounts are past due or when other objective evidence is received that a
specific counterparty will default.
Subsequent measurement of financial liabilities
Trade payables and other borrowings are subsequently measured at amortised cost using the effective interest
method.
Sensitivity analysis
In managing currency risks the Group aims to reduce the impact of short-term fluctuations on the Group’s
earnings. Over the longer-term, however, permanent changes in foreign exchange will have an impact on profit.
It is estimated that a general increase of one percentage point in the value of the New Zealand dollar against
other foreign currencies would have decreased the Group’s profit before income tax by an immaterial amount for
the period ended December 31, 2020 (2019: an immaterial amount). As a purchaser of foreign currency, the
Group’s risk is that the NZD depreciates.

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
For the three months ended December 31, 2020 and 2019



27

13. Financial instruments (continued)

Credit risk:
The Group incurs credit risk from financial instruments when a counter party fails to meet its contractual
obligations. Credit risk arises on cash and other receivables. The Group does not have a significant
concentration of credit risk with any single party.
Market risk:
Market risk is that changes in market prices, such as foreign exchange rates and interest rates will affect the
Group’s income or the value of it’s holding of financial instruments. The objective of market risk management is
to manage and control market risk exposures within acceptable parameters, while optimising the return.
Foreign currency risk:
The Group is exposed to foreign currency risk on purchases that are denominated in a currency other than the
Group’s functional currency, New Zealand dollars (NZD). It is the Group’s policy not to hedge foreign currency
risks.
At December 31, 2020, the Group is exposed to currency risk through the following assets and liabilities
denominated in Canadian dollars:

December 31, March 31,
2020 2020

Cash and cash equivalents 1,342 3,808
Other current assets - 816
Accounts payable (67,965) (111,949)
(66,623) (107,325)

Interest rate risk:
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market interest rates.
The Group’s cash and cash equivalents attract interest at floating rates and have maturities of 90 days or less.
The interest is typical of New Zealand banking rates, which are at present historically low; however, the Group’s
conservative investment strategy mitigates the risk of deterioration to capital invested. A change of 100 basis
points in the interest rate would not be material to the consolidated financial statements.

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
For the three months ended December 31, 2020 and 2019



28

13. Financial instruments (continued)

Liquidity risk:
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The
Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity
to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable
losses or risking damage to the Group’s reputation.
Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has built an
appropriate liquidity risk framework for the management of the Group’s short, medium and longer term funding
and liquidity management requirements. The Group manages liquidity risk by maintaining adequate cash
balances through monitoring of future rolling cash flow forecasts of its operations and equity raising, which
reflect management’s expectations of the settlement of financial assets and liabilities.

The only financial liabilities are trade and other payables. At December 31, 2020, the Group had $132,908
(March 31, 2020 $208,222) in trade and other payables including accrued liabilities. Trade payables are non-
interest bearing and have a contractual maturity of less than 31 days.

(a) Financial assets and liabilities:

As at December 31, 2020, the carrying and fair values of our financial instruments by category are as
follows:



Amortised
cost
Fair value
through
profit and
loss
Total
carrying
amount
Less than 1
year
1 to 3
years


$ $ $ $ $




Financial assets




Cash and cash
equivalent

49,001


- 49,001 49,001 -
Trade and other
receivables

- - - - -
NZX Bond

13,818 - 13,818 13,818 -




Total financial assets

62,819 - 62,819 62,819 -




Financial liabilities




Trade and other
payables

- 132,908 132,908 132,908 -




Total financial
liabilities

- 132,908 132,908 132,908 -

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
For the three months ended December 31, 2020 and 2019



29

13. Financial instruments (continued)

(b) Fair value:
All financial instruments measured at fair value are categorized into one of three hierarchy levels, described
below, for disclosure purposes. Each level is based on the transparency of the inputs used to measure the
fair values of assets and liabilities:
• Level 1 - Values based on unadjusted quoted prices in active markets that are accessible at the
measurement date for identical assets and liabilities.
• Level 2 - Values based on quoted prices in markets that are not active or model inputs that are
observable either directly or indirectly for substantially the full contractual term of the asset or liability.
• Level 3 - Values based on prices or valuation techniques that require inputs that are both unobservable
and significant to the overall fair value measurement.
The carrying values of cash and cash equivalents, accounts receivable and accounts payable and accrued
liabilities approximate their respective fair values due to the short-term nature of these instruments. The carrying
value of the bank term loan approximates its fair value due to the existence of floating market-based interest
rates.
The Group has no financial assets or liabilities included in Level 1, 2 or 3 of the fair value hierarchy.


14. Capital management


The Group defines the capital that it manages as its shareholder equity.
The Group’s objectives with respect to managing capital are to safeguard the Group’s ability to continue as a
going concern so that it can provide future returns to shareholders and benefits for other stakeholders.
The Group’s capital structure reflects a Group focused on mineral exploration and financing both internal and
external growth opportunities. The exploration for and development of mineral deposits involves significant risk
which even a combination of careful evaluation, experience and knowledge may not adequately mitigate.
In order to maintain or adjust its capital structure, the Group may issue new shares or sell assets to fund
ongoing operations.
The Group manages its capital structure by performing the following:
• Preparing budgets and cash-flow forecasts which are reviewed and approved by the Board of Directors;
• Regular internal reporting and Board of Directors meetings to review actual versus budgeted spending and
cash-flows; and
• Detailed project analysis to assess and determine new funding requirements.
There were no changes in the Group’s approach to capital management during the period. The Group is not
subject to externally imposed capital requirements.

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
For the three months ended December 31, 2020 and 2019



30

15. Related party transactions

(a) Balances receivable and payable:
The amounts due to related parties and included in accounts payable, are non-interest bearing, unsecured
and due on demand, and comprise the following:



December
31, 2020
March 31,
2020

Due to directors $ 12,816 $ 11,837
Due to executive officers - -
$ 12,816 $ 11,837

(b) Key management personnel:
Key management personnel includes the consulting and management fees paid and/or accrued to the
Group’s senior officers and directors as follows:


Three months
ended Dec
31, 2020
Three months
ended Dec
31, 2019
Nine months
ended Dec
31, 2020
Nine months
ended Dec
31, 2019

Consultancy fees $ - $ 18,329 $ - $ 24,242
Management fees 16,092 30,085 47,390 91,789
Share-based payments - - - -
$ 16,092 $ 48,414 $ 47,390 $ 116,031

Depending on the nature of services and costs, certain amounts have been capitalized to intangible assets
as they are directly attributable to the Chatham Rise project.

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
For the three months ended December 31, 2020 and 2019



31

16. Reconciliation of the loss for the period with the net cash from operating activities



Three months
ended Dec
31, 2020
Three months
ended Dec
31, 2019
Nine months
ended Dec
31, 2020
Nine months
ended Dec
31, 2019


Profit/(loss) for the period $(104,404)
$ (127,650)
$ (350,788)
$ (383,163)
Adjustments for:

Depreciation
- - - -
Expenses (non-cash)
- 39,100 - 34,635


Change in trade and other receivables
(2,854) (3,670) 1,236 3,767
Change in other current assets
(16,411) 20,501 (75,985) 20,810
Change in current tax assets
- (58) - 2,055
Change in trade and other payables
6,776 10,642 (169,992) (61,641)
Change in exploration expenditure
- (29,558) - (77,535)
Net cash from operating activities (116,893) $ (90,693) (595,529) $ (461,072)



17. Commitments and contingencies

Licence work commitments
The Group has the following indicative expenditure commitments at balance date (being minimum work
requirements under its minerals mining permit and minerals prospecting licence). The Company is dependent on
certain factors to be able to meet these minimum work requirements. They are set out in Note 2(d).


2020 2019
NZD NZD


Within one year $ - $ -
After one year but not more than five years $ 6,000,000 $ 6,000,000
$ 6,000,000 $ 6,000,000

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
For the three months ended December 31, 2020 and 2019



32

17. Commitments and contingencies (continued)

Minerals Mining Permit 55549
The Minerals Mining Permit was granted on December 6, 2013. On November 7, 2019 the Company was
granted a change of conditions in the permit to defer the minimum work programme commitments. To date all
minimum work commitments have been completed. The minimum work programme includes:
Within 96 months of the commencement date of the permit, the permit holder shall:
• Complete and submit a sufficiently detailed engineering study and feasibility study, which (without
limitation) is at the level of detail to reach a decision-to-mine milestone; and
• Submit a detailed timeline for the construction/refit of a selected vessel including (without limitation) the
detail timing of the commissioning and mobilisation to the Chatham Rise; and
• Complete and submit a marine operations risk review report that includes (without limitation) a HAZID
Risk Assessment Matrix, risk review of on-board processing and risk review of planned and unplanned
maintenance in various weather scenarios; and
• Either commit by notice in writing to the Chief Executive to carry out the work programme obligations
set out for the following 24 months and to commence production within 60 months of the
commencement date of the permit or surrender the permit.
Within 120 months of the commencement date of the permit, the permit holder must spend on average $2 million
per annum completing appropriate sampling, geophysical and geotechnical surveys and data analysis (without
limitation) in respect of the mining blocks identified for the first five years of production. For the remainder of the
term the Company must spend $2 million per annum on carrying out further specified work programme
commitments.


18. Subsequent events

On January 18, 2021 the Company closed a non-brokered private placement of 10,000,000 common shares at a
price of CAD$0.06 per share for gross proceeds of CAD$600,000. Finders fees in the amount of CAD$3,360
were paid in connection with the private placement. All securities issued pursuant to the private placement are
subject to a hold period and may not be traded until May 16, 2021.
The current outbreak of COVID-19 and the subsequent quarantine measures imposed by the New Zealand
government as well as the travel restrictions imposed by New Zealand and other countries in early 2020 have
caused disruption to businesses and economic activity. The Group considers this to be a non-adjusting post
balance sheet event.
The Group is committed to supporting government and community efforts to limit the spread of the virus, and
supporting business continuity with regard to its employees and contractors.
There were no other material subsequent events up to the date of the financial statements.

---

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CHATHAM ROCK PHOSPHATE LIMITED (“CRP”)
MANAGEMENT’S DISCUSSION & ANALYSIS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2020
(All amounts stated in Canadian dollars, unless otherwise indicated)
Attention is called to a caution in respect of Forward-Looking Statements - included at page 25

CRP is Stock Exchange listed in Canada, New Zealand and Germany.

As a result, Chatham is positioned on the world stage to more effectively raise funds from
international investors. These funds are required to reapply for the Marine Consent required to
give effect to our granted mining permit. Our overall objective is the mining of phosphate
nodules on the Chatham Rise (offshore New Zealand).

The TSX.V listing in Canada was achieved by means of a merger with dual listed Antipodes Gold
Limited (“Antipodes Gold”), which, having sold its Coromandel based gold assets to Newmont
New Zealand was a cashed-up shell. Antipodes Gold consolidated its shares 1 for 10 and then
made a one Antipodes share for 65.59 Chatham shares offer. That process was complex, highly
regulated and took over a year to complete.

In parallel with that CRP undertook multiple investor roadshows in Europe and Canada and
continued to steadily raise working capital from investors there, as well as in New Zealand and
Asia. CRP has now raised more than $7.3 million since the Marine Consent was declined in
February 2015. During this period, the market capitalisation has recovered from $2.4 million to
over a peak of $10 million and is presently around $7.4 million on the TSX.V and $7 million on
the NZX.

The cornerstone investors are based in Singapore, Germany and Switzerland and together with
the CRP management team hold, directly and indirectly, approximately 26% of the company.
The rest of the shares are held by more than 3000 shareholders in nine countries.

CRP is expecting to raise the funds required to complete the Marine Consent reapplication and
to cover the costs of the Environmental Protection Authority hearing to be held in 2022.
It is expected to take 15 months to complete the work required to submit the re-application
with a proposed submission date in Q1, 2022. This would lead to an expected grant date of Q4,
2022 and eventual production in early 2025.

Chatham has been largely unaffected by COVID-19 and lock down restrictions.

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Contents

INTRODUCTION ............................................................................................................................................. 3
CORPORATE HISTORY AND NATURE OF THE BUSINESS ................................................................................ 3
BOARD OF DIRECTORS ................................................................................................................................... 5
CAPITAL TRANSACTIONS AND SIGNIFICANT EVENTS .................................................................................... 5
Capital Transactions .................................................................................................................................. 5
Significant Events ....................................................................................................................................... 5
CHATHAM ROCK PROJECT AND EXPLORATION ............................................................................................. 7
Summary of Quarterly Results ................................................................................................................ 12
Significant Expenses of a Corporate Nature ............................................................................................ 12
Liquidity and Capital Resources ............................................................................................................... 13
Related Party Transactions ...................................................................................................................... 13
SUBSEQUENT EVENTS .................................................................................................................................. 14
Use of Financial Instruments ................................................................................................................... 14
Contractual Obligations and Commitments ............................................................................................ 14
Off-Balance Sheet Arrangements and Contingent Liabilities .................................................................. 14
Critical Accounting Policies and Estimates .............................................................................................. 14
Mineral Properties ................................................................................................................................... 15
OUTLOOK ..................................................................................................................................................... 15
RISKS, UNCERTAINTIES AND OTHER ISSUES ................................................................................................ 15
Risk Factors .............................................................................................................................................. 15
SUPPLEMENTAL TO THE FINANCIAL STATEMENTS ..................................................................................... 24
Outstanding Share and Option Data ....................................................................................................... 24
FORWARD-LOOKING STATEMENTS ............................................................................................................ 25

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INTRODUCTION
This discussion and analysis of the operating results and financial condition of Chatham Rock Phosphate
Limited (“Chatham Rock”, or the “Company”) for the nine months ended December 31, 2020, as
prepared on March 1, 2021 should be read in conjunction with the unaudited consolidated financial
statements and related notes for the same period and is intended to provide the reader with a review of
the factors that affected the Company’s performance during that year and the factors reasonably
expected to impact future operations and results.
The unaudited consolidated financial statements and related notes of Chatham Rock have been prepared
in accordance with accounting principles that comply with International Financial Reporting Standards
(“IFRS”) as issued by the International Accounting Standards Board. The financial statements and all
amounts in this report are expressed in Canadian dollars, except where otherwise indicated.

CORPORATE HISTORY AND NATURE OF THE BUSINESS
Chatham Rock is incorporated under the Business Corporations Act (British Columbia) and listed on the
Toronto Stock Exchange’s Venture Exchange (“TSX-V”). The Company is also registered under the New
Zealand Companies Act 1993 and listed on the New Zealand Stock Exchange (“NZX”).
A name change from Antipodes Gold Limited to Chatham Rock, in February 2017, was undertaken at the
same time as a reverse takeover arrangement for the Company to acquire its main subsidiary, Chatham
Rock Phosphate (NZ) Limited (“Chatham (NZ)”) (which was incorporated in New Zealand under the
Companies Act 1993 on April 27, 2004).
Chatham (NZ)'s registered office and principal place of business is located at Level 1, 93 The Terrace,
Wellington 6011, New Zealand.
Significant Intercorporate Relationships

Chatham Rock Phosphate Limited (Chatham Rock)

Incorporated under the Business Corporations Act (British Columbia)

100%

Manmar Investments 106 (Proprietary) Limited

Incorporated under the laws of Namibia
Chatham Rock Phosphate (NZ) Limited

Incorporated under the New Zealand Companies
Act 1993

100%
Pacific Rare Earths Limited

Incorporated under the New Zealand Companies
Act 1993

Chatham (NZ) is a junior mineral development company, focused on the development of a marine
phosphorite deposit off the coast of New Zealand. It has not commenced mining operations or
generated operating revenues to date.

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Chatham (NZ) holds a Mining Permit over an area off the coast of New Zealand with significant seabed
deposits of rock phosphate, rare earths and other potentially valuable minerals.
In 2007, Chatham (NZ) and an associate applied for a prospecting license over an area covering a portion
of a phosphorite deposit on the Chatham Rise, being historically an intensively investigated area of the
Chatham Rise for potentially economic concentrations of rock phosphate.
In 2010, Chatham (NZ) (as to 90%) and its associate (as to 10%) were jointly granted a prospecting
licence, pursuant to the Crown Minerals Act 1991 of New Zealand, covering 4,726 푘푚
2
of the Chatham
Rise. Following the prospecting licence being granted, Chatham (NZ) carried out significant background
work as part of the licence requirements to further characterize the phosphorite resource and assess the
potential environmental impacts of a possible mining operation in a marine environment.
Since acquiring the original prospecting licence in 2010, Chatham (NZ) has commissioned six cruises in
two programs. The key objects of the cruises were to corroborate the previous work conducted on the
Chatham Rise and to collect further geological, geotechnical, geophysical and environmental data. For
phosphorite grade corroboration purposes, the M.V. Tranquil Image cruise collected 55 samples using a
Van Veen grab. The R.V. Dorado Discovery conducted four cruises out to the project area and collected
181 box core and grab samples as well as environmental data.
The data collected by Chatham (NZ) allowed better delineation of the deposit. The more recent work by
Chatham (NZ) on investigating this resource confirmed the general tenor of the phosphorite grades and
location of phosphorite in the area, advanced work aimed at investigating the feasibility of mining the
resource, and has provided valuable information to assess the environmental effects of the proposed
mining operations.
In early 2011, Chatham (NZ) commissioned independent studies for the design of a system to recover
phosphorite from the Chatham Rise seabed from three of the largest dredging companies in the world.
Boskalis Offshore Subsea Contracting B.V (“Boskalis”) was one of the participants and was selected by
Chatham (NZ) as its preferred technical partner for the Chatham Rise Project.
Chatham (NZ) divested some oil and gas related investments to its associate in exchange for it
transferring its 10% interest in the prospecting license to Chatham (NZ), resulting in the project
becoming wholly owned by Chatham (NZ).
In September 2012, Chatham (NZ) applied for a Mining Permit in respect of a part of the area covered by
the Continental Shelf Licence. As part of that application process and in anticipation of applying for the
Marine Consent, Chatham (NZ) consulted with a range of stakeholders. This has included the local
(Maori) Iwi, the Chatham Islands community, the Government, fishing groups and a range of
environmental groups. The purpose of this consultation was to establish a relationship with these
parties and to identify and resolve issues associated with the mining proposal. As a result, the Directors
believe that the project is now well understood by a wide range of stakeholders and in turn Chatham
(NZ) has a better understanding of the views and possible concerns of all parties whose interests are
potentially affected by the project.
The Mining Permit was granted on December 6, 2013.
In May 2014, Chatham (NZ) submitted to the (New Zealand) Environmental Protection Authority (“EPA”)
a formal application for Marine Consents. The application was declined on February 11, 2015.
Chatham (NZ) aims to pursue a re-submission of its Marine Consent application and has been raising
equity capital in preparation for this task.

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BOARD OF DIRECTORS

• Chris Castle President and CEO (New Zealand based);
• Linda Sanders Non-executive Chairman (New Zealand based);
• Robert Goodden Independent non-executive director (England based);
• Jill Hatchwell Non-executive director (New Zealand based); and
• Ryan Wong Non-executive director (Malaysia based)

CAPITAL TRANSACTIONS AND SIGNIFICANT EVENTS
Capital Transactions
Chatham (NZ) has continued to raise additional equity capital totalling $2.45m in the twenty four months
to December 31, 2020. These funds are being applied to cover corporate overheads and to the
preparatory work in reapplying for the marine consent for the Chatham Rise project.
Avenir Makatea Acquisition
On December 21, 2020 the Company announced that it had concluded negotiations to acquire French
Polynesia-based Avenir Makatea Pty Limited. The merger was negotiated at arm’s length.

Avenir Makatea proposes, once fully permitted, to recover phosphate from the island of Makatea in
French Polynesia, to enable the rehabilitation of previously mined parts of the island.

The purchase price is CAD $1,455,000 and will be settled through an issue of shares. The acquisition is
subject to certain conditions including TSX.V approval. When the transaction is completed the vendors of
Avenir Makatea will hold approximately 28% of the enlarged capital of the Group.

Significant Events
Apart from progress in preparing for the marine consent reapplication, the Company completed its
reverse takeover merger with Antipodes Gold Limited on 24 February 2017.

This resulted in Chatham Rock gaining a listing on the Toronto Venture Exchange (TSX.V Code “NZP”).
Chatham Rock is now also quoted on the Frankfurt Exchange.

On September 5, 2018 Chatham Rock announced that it had recently formed a 100% owned subsidiary
Pacific Rare Earths Limited.

This company has been formed to project-manage a work programme aimed at quantifying the extent,
value and recoverability of Rare Earths Elements (REE) and other potentially strategic or valuable
minerals contained in the rock phosphate nodules on the Chatham Rise.

In addition, the company will be investigating the existence and recovery potential of rare earths and
other valuable minerals in seafloor muds on the Rise.

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Rare Earths in phosphate

A recent study of marine phosphate nodules by the United States Geological Survey reveals that there
are significant quantities of REE contained within the phosphate nodules on the Chatham Rise. Of the 17
recognised rare earths, 15 are present in Chatham Rise rock phosphate nodules, as well as varying
concentrations of other valuable minerals including nickel, cobalt, chromium, vanadium, zirconium,
fluorine and strontium. Collectively these minerals, if they can be efficiently extracted as by-products,
represent not only an immensely strategic asset for New Zealand but could significantly improve the
already attractive forecast project economics.

The presence of these minerals within the phosphate rock is highly significant because the contained
value may be released onshore (if extraction proves feasible and economically viable) without any
change to the proposed mining system, and without any additional environmental impacts in the Project
area.

Rare Earths in seafloor muds

Shareholders will recall that we established and announced some time ago that there were significant
quantities of rare earths and other valuable minerals in the seafloor muds in our permit area. These
include cerium, lanthanum, neodymium, praseodymium, yttrium, cobalt, rubidium, cesium, germanium,
gallium, strontium, thallium and tungsten.

The primary challenge associated with the production of rare earths from the muds is the extraction
process, and the advancement of processing technology that will be required in order to demonstrate
the feasible and economically viable separation of any of these minerals. In addition, recovery of rare
earths from muds will involve the development of a new marine mining system, and therefore will be
considered for development separately from the existing CRP rock phosphate nodules project.

Further Independent Research

The information CRP already holds about REEs and other valuable minerals in its permit areas was
generated by independent organisations, with some of this work undertaken up to a decade ago. The
current knowledge confirms that REEs occur over a wide area, and estimates of the average grades and
therefore the size of the potential deposits have been made at a conceptual level. The current
conceptual information, when assessed against current price data, confirms the significance of potential
value.

CRP has recently applied for NZ Government funding of a research project proposed to be undertaken by
a New Zealand university.The objectives of this project are to further develop a better upstanding of the
extraction and recovery potential of the minerals.

CRP is excited to be engaging in the investigation of REE recovery, which is a strategic priority of the New
Zealand Government in relation to the mineral sector, as stated by the Honourable Dr Megan Woods,
Minister of Energy and Resources.

The Chatham Rise rock phosphate and rare earths deposit has the potential to contribute to the
understanding of REE potential in New Zealand, given that it is likely that there is more information
already available about the REE minerals in the Chatham Rise deposit than any other rare earths deposit
in New Zealand.

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CHATHAM ROCK PROJECT AND EXPLORATION
CHATHAM RISE TECHNICAL REPORT

The summary below concerning Chatham’s Chatham Rise Phosphorite Project (the “Chatham Rise
Project” or the “Project”) is taken from the Chatham Rise Technical Report dated April 24, 2015 and
prepared by René Sterk, MSc MAIG MAusIMM CP (Geo). For further detailed information concerning the
Chatham Rise Project, the reader is directed to read the full Chatham Rise Technical Report.

The Chatham Rise Technical Report has been compiled by RSC Consulting Ltd (“RSC”) in compliance with
Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) and
Form 43-101F1. The Report constitutes the supporting documentation for the estimate of a phosphorite
resource for the Chatham Rise Project. This resource estimate has previously been the subject of a
technical report compiled by RSC on behalf of Chatham (NZ) (RSC, 2014), which was prepared in
compliance with the 2012 edition of the Joint Ore Reserves Committee (JORC). While the resource
estimate disclosed in the present Report has not changed and has an effective date of March 3, 2014,
this Report presents the estimate in compliance with NI 43-101, and also includes updated information
on the Chatham Rise Project in light of environmental permitting developments that have taken place
since the previous report (RSC, 2014) was published. The effective date of the Report is July 6, 2015.

Property Description and Ownership

The Project covers an area of seabed phosphorite nodules that is situated about 450 km offshore of the
east coast of New Zealand at approximately 350 to 450 m water depth.



New Zealand
Location of the Chatham Rise Project

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Chatham holds Mining Permit Number 55549 which was granted to Chatham (NZ) in December 2013
(“Mining Permit”). The Mining Permit is not due to expire until 2033 and, subject to the granting of a
Marine Consent from the Environmental Protection Authority (“EPA”), will allow Chatham (NZ) to
conduct mining operations.

Chatham previously held a Prospecting Licence (MPL 50270) which originally expired on February 25,
2014. An application for an extension of a term for a further four years was submitted to New Zealand
Petroleum and Minerals (“NZPAM”) in December 2013 and the licence was successfully renewed in
August 2016, for a further 6 years from February 2014 to February 2020. At that time the licence area
was reduced from 3,905 square kilometres to 2,876 square kilometres. On 29 August 2019 this
prospecting permit was relinquished six months prior to the end of its term. This has no impact on the
mining permit and the proposed mining programme.

A summary of these licence holdings and applications in shown at the table below.

Chatham Licence Holdings and Applications

Asset Holder Interest (%) Status
Licence
Expiry Area (km
2
)
MP 55549
Mining Permit
Chatham
(NZ)
100 Exploration Dec. 5, 2033 820


Geology and Mineralization

The phosphorite deposit occurs as a thin surficial seafloor layer of phosphorite-bearing glauconitic sand
with thicknesses typically ranging from 0 to 1 m, at depths of 350 to 450 m below sea level. The sand
layer consists of mainly silt and sand-sized sediments, with phosphatised chalk nodules up to 15 cm in
diameter.

Exploration

Phosphorite nodules were first discovered on the Chatham Rise in the 1950s by a New Zealand
Government survey. During the 1960s to 1980s several private and government sponsored cruises
explored the Chatham Rise and surrounding seafloor area. The most extensive surveys were conducted
by an agreement between the New Zealand Department of Scientific and Industrial Research and the
West German Government on cruises by the German research vessels R.V. Valdivia in 1978 and R.V.
Sonne in 1981.

The 1978 R.V. Valdivia cruise was the first intensive sampling and research campaign to be conducted
over the Chatham Rise; a total of 655 samples from 689 attempts were collected over a 300 km
2
area in
the west of the Project area. The majority of the samples were collected using a large Van Veen-style
grab of 0.12 m
3
volume, weighing approximately 400 kg.

The 1981 R.V. Sonne cruise was the most comprehensive exploration effort to assess the Chatham Rise
phosphorite deposit. In addition to oceanographic, meteorological and geophysical data, the cruise
collected 19 hours of video recordings of the sea floor as well as 519 sediment samples taken by a
pneumatic grab-sampler. The seafloor sediment samples collected during this cruise are the most
representative sample data collected on the Chatham Rise and are considered to be of a high enough
quality to include in a resource estimation.

Since acquiring the licence in 2010, Chatham (NZ) has conducted six cruises in two programs in the

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Project area. The key task of the cruises was to validate the previous work conducted on the Chatham
Rise and collect further geological, geotechnical, geophysical and environmental data. For phosphorite
grade estimation purposes the M.V. Tranquil Image cruise collected 55 samples using a Van Veen grab.
The R.V. Dorado Discovery conducted four cruises to the Project area and collected 206 box core and
grab samples.

Sample quality and QA/QC measures varied considerably between the cruises and within each cruise. A
critical part of the assessment of the data collected in the Project area was to determine what quality
thresholds to use to allow or disallow data to enter into the estimation process. As part of the data
verification process, the relative and absolute quality of the data was assessed in as much detail as
practically possible. In general, the best samples were those that were collected using the pneumatic
grab, sampled the full sand horizon, had a small survey error and had no other apparent data
ambiguities. Samples collected from the R.V. Sonne are considered to represent the better quality
samples collected in the licence area, followed by some of the R.V. Valdivia samples and then the box
core samples from the Dorado Discovery. Samples not included in the resource estimate are samples
that failed due to technical failure, samples collected but which have no data recorded, samples with no
location coordinates, non-validated data and samples documented as washed or otherwise biased.

Mineral Resources

Definition of the domains used for modelling was based on seismic facies delineated during the R.V.
Sonne cruise. A 2D block model was constructed based on 1 km by 1 km blocks that covers the main
sampled area based on the average data spacing in the main sample areas. A maximum search radius of
3,000 m was used based on variogram modelling.

Estimation was performed in each domain using ordinary kriging using the accumulation method on the
parameters Ph kg/ m
2
(phosphorite grade), Depth and Sample Quality Ranking (“SQR”). The grade (Ph
kg/ m
2
) was then calculated by dividing Ph kg/ m
2
by the estimated Depth for each block.

A total of 80 million m
2
at an average grade of 290 kg/ m
2
is classified as a global Inferred Mineral
Resource at a cut-off grade of 100 kg/ m
2
(table below). There are no resources classified in indicated or
measured categories. As the Chatham Rise phosphorite resource is classified entirely as an Inferred
Mineral Resource it does not constitute a mineral reserve and so does not have demonstrated economic
viability. The specification of the phosphorite (i.e. the phosphate content) has been studied by various
operators including Chatham (NZ), and, even though a representative average grade cannot be
determined for the Mineral Resource, the tenor of the specification (in the order of 18-19% P2O5 of
screened material) is suitable to allow classification into the Inferred Mineral Resource category.

The average thickness of the resource is 0.20 m.

Statement of Mineral Resources (phosphorite) for Mining Permit 55549, Chatham Rise. Estimates are
rounded to reflect the level of confidence in these resources at the present time.


Classification Volume (m
3
) Thickness (cm) Ph kg/m
3

Inferred
Mineral
Resource
80,000,000 20 290
Notes:
1. The Mineral Resource is reported in accordance with CIM NI 43-101, 2011 edition
2. The Mineral Resource is contained within MP 55549
3. All resources have been rounded to the nearest 0.1 million tonnes

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4. Ph kg/m
3
is the weight of phosphorite per cubic metre
5. Even though a representative average grade for the specification (phosphate
grade) cannot be determined for the Mineral Resource, the tenor of the
specification (in the order of 18-19% P
2
O
5
of screened material) is suitable to allow
classification into the Inferred Mineral Resource category
6. The Mineral Resource is reported at 100 kg/m
3
phosphorite cut-off grade
7. The Mineral Resource is classified entirely as an Inferred Mineral Resource. It does
not constitute a mineral reserve and so does not have demonstrated economic
viability.

RSC’s analysis to date indicates that a potentially economically extractable Mineral Resource exists in the
Project area. Several high-profile sampling cruises, most independent from each other, have all
identified grades of economic interest within the same area. These cruises have been well documented
and specific knowledge on sampling systems has been retained and included in this Report.

Recommendations

In addition to the Inferred Mineral Resource described above, in RSC's opinion, there is significant
exploration potential to extend the Mineral Resource within the Mining Permit. Based on existing
sampling data (that was not included in the resource because of lower density of sampling or lower SQR
numbers), the exploration target would be in the order of 30,000,000 to 50,000,000 m
3
at grades
between 200 and 300 kg/m
3
. The potential quantity and grade of this global exploration target is
conceptual in nature. There has been insufficient exploration to define a Mineral Resource and it is
uncertain if further exploration will result in the target being delineated as a Mineral Resource.

RSC recommends that further seafloor sampling is undertaken to both increase the confidence in the
established Mineral Resource as well as to extend the boundaries of the resource, predominantly
towards the west where currently low-quality Valdivia data indicate an exploration target of at least 5 Mt
phosphorite. Increasing the confidence in the current Mineral Resource by additional sampling will give
Chatham (NZ) the grade and geological confidence in the phosphorite deposit to allow them to further
develop mining plans and economic studies.

Outlook

Chatham (NZ) continues to progress the Chatham Rise Project towards mining whilst also examining
other high quality phosphate projects featuring strong grades, meaningful size, mining-friendly locales
near significant markets.

Chatham (NZ) remains confident that its phosphate deposit places it in a strong position globally to
deliver an essential ingredient to the agriculture industry, where the demand for food remains a growth
market in turbulent economic times. Despite challenging market conditions, Chatham (NZ) considers
that the ongoing volatility in the major phosphate producing regions (Middle East and North Africa)
supports its conviction in the importance of executing well-planned, efficient exploration and
development program designed to advance this high-quality phosphate project; and to pursue other high
–quality projects within our area of expertise.

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The Chatham Rise phosphate has valuable attributes:

• It is a reactive phosphate, of grades between 21-22% P205 that may be directly applied to
existing pastures, without the necessity of beneficiation or upgrading.

• It is low in deleterious metals (cadmium), and has other significant environmental benefits over
conventional imported phosphate products.

• It is a key ingredient of New Zealand’s major agriculture industry.

• The project shows strong economic advantages over imported products where production and
delivery to market costs of the Chatham Rise product are equivalent to transport costs to NZ of
similar products.

• There is significant upside exploration potential, with grab tests of adjacent ground showing
individual samples of economic grade, and much of the highly prospective Chatham Rise is
untested.

Chatham (NZ) is in the process of reapplying for a marine consent to mine phosphate nodules on the
Chatham Rise seabed. Mitigation of the effects of mining on the corals by excluding known coral areas,
adaptive management, articulation of the clear economic benefits, and a better understanding of
modelling and risk management should ameliorate EPA concerns. Chatham (NZ) remains confident that
marine resource consents will be granted.

Current Work Program

• Working closely with the various government organizations, significant work is aimed at
preparing re-application documents for the Marine Consent.

• Additional field trials are being scoped to establish the suitability of the Chatham phosphate for
direct application in a range of New Zealand geographic agricultural conditions.

• Optimization of the current resources is being undertaken to establish better mine plans that
amongst a range of outcomes addresses the exclusion of known coral thickets.

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FINANCIAL COMMENTARY
The Company prepares and files its financial statements and related notes in accordance with accounting
principles that comply with International Financial Reporting Standards (“IFRS”) as issued by the
International Accounting Standards Board.
Selected Annual Information
Year ended March 31
2020 2019 2018
$000s except for per share
Total revenue - - -
Net profit/(loss) (640) (912) (1,228)
Profit/(Loss) per share – basic and diluted (cents) (2.49) (4.55) (7.93)
Total assets 4,586 5,079 4,840
Total long-term liabilities - - -
Distribution or cash dividend declared per share - - -

Summary of Quarterly Results
Quarterly results for the past eight quarters ending December 31, 2020 are as follows:
2021 2020 2019
$000s Q3 Q2 Q1 Q4 Q3 Q2 Q1 Q4
Cash 49 78 289 12 94 70 277 244
Working capital 68 193 337 (137) 140 143 281 303
Total assets 5,099 4,905 5,079 4,541 4,600 4,483 4,865 5,079
Profit/(Loss) for
period
(104) (129) (117) (256) (128) (102) (154) (293)
Profit/(Loss) per
share (cents)
(0.31) (0.39) (0.40) (.99) (0.50) (0.39) (0.61) (1.43)
Mineral Project
expenditures *
(22) (18) (16) (21) (17) (23) (27) (28)
Cash flow from
financing (net)
94 32 555 - 98 - 223 427
Weighted
average shares
(millions)
33 33 29 26 26 25 25 21
*In recent years, mineral project expenditures have been focussed on the marine consent application and
reapplication.
The Company records losses each quarter/year arising from the expensing of its general and
administration expenses. Periodic (at least annual) reviews of capitalized exploration expenditures are
undertaken and write-offs and provisions are expensed to the Consolidated Statement of Comprehensive
Income.

Significant Expenses of a Corporate Nature
For the nine months ended December 31, 2020 the Group recorded a net loss before income taxes of
$104,000 (2019: net loss of $128,000).

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Significant expense categories (apart from accumulated exploration write-offs and provisions) for the
period are discussed below:


Expenditure

2020
Note

2019
General and administration 42 1 87
Legal fees 13 7
Consulting fees 7 25
Marketing 38 -
Registry, Filing and Listing 5 5
Travel and accommodation - 5
Total 105 129

Note:
1. General and Administration costs includes management fees $16,000 (2019: $30,000),
accounting services $6,000 (2019: $3,000), insurance $5,000 (2019: $3,000) and New Zealand
office costs $8,000 (2019: $6,000).

Liquidity and Capital Resources
The Company’s cash position as at December 31, 2020 was $49,000. Trade and other payables total
$133,000.
The Company’s existing share, option and warrant capital structure is set out at the end of this report
under the heading of “Supplemental to the Financial Statements”.

Related Party Transactions
Related party transactions are in the normal course of business and are measured at the exchange
amount, which is the value as agreed between management and the related parties.
Related party consultancy and management fees totalled $16,000 for the period (2019: $48,000) and are
set out in detail in the financial statements at Note 15.
Depending on the nature of the services and costs, certain amounts have been capitalised to intangible
assets as they are directly attributable to the Chatham Rise Project.

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SUBSEQUENT EVENTS
On January 18, 2021 the Company closed a non-brokered private placement of 10,000,000 common
shares at a price of CAD$0.06 per share for gross proceeds of CAD$600,000. Finders fees in the amount
of CAD$3,360 were paid in connection with the private placement. All securities issued pursuant to the
private placement are subject to a hold period and may not be traded until May 16, 2021.

The current outbreak of COVID-19 and the subsequent quarantine measures imposed by the New
Zealand government as well as the travel restrictions imposed by New Zealand and other countries in
early 2020 have caused disruption to businesses and economic activity. The Group considers this to be a
non-adjusting post balance sheet event.
The Group is committed to supporting government and community efforts to limit the spread of the
virus, and supporting business continuity with regard to its employees and contractors.
There were no other material subsequent events up to the date of this report.

Use of Financial Instruments
For the period ended December 31, 2020 Chatham did not enter into any specialized financial
agreements to minimize its investment risk, currency risk or commodity risk. The principal financial
instruments affecting the Company’s financial condition and results of operations are currently its cash,
amounts receivable and prepayments, and accounts payable and accrued liabilities.

Contractual Obligations and Commitments
a) At December 31, 2020 the Group had no capital commitments (December 31, 2019: Nil).
b) The Company has no commitments under the terms of non-cancellable operating leases
(December 31, 2019: Nil).
c) The Company has future multi-year work program obligations in order to maintain tenure of its
mineral permits. These obligations include: - permit rentals, mapping, sampling, data compilation
and modelling. These are set out in detail in the financial statements at Note 17.

Off-Balance Sheet Arrangements and Contingent Liabilities
The Company has no off-balance sheet arrangements.

Critical Accounting Policies and Estimates
Preparing financial statements requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of any contingent assets and liabilities as at
the date of the financial statements, as well as the reported amounts of revenues earned and expenses
incurred during the period. These estimates are based on historical experience and other assumptions
that are believed to be reasonable under the circumstances.
The Company’s significant accounting policies are those that affect its financial statements, and are
summarized in Note 3 of the audited financial statements for the year ended March 31, 2020.
Critical accounting policies and estimates in the year included capitalization of the costs relating to the
acquisition, exploration and development of non-producing resource properties and the recognition of

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impairment of those assets, the allocation of proceeds on the purchase or sale of assets, the valuation of
stock based compensation and tax accounts, and contingent liabilities.
Actual results could differ from these estimates.

Mineral Properties
The decision to capitalize exploration expenditures, and the timing of the recognition that capitalized
exploration is unlikely to have future economic benefits, can materially affect the reported earnings of
the Company. In line with accepted industry practice for exploration companies, the Company has
adopted the policy of deferring property specific acquisition, exploration and development costs.
Deferred costs relating to properties that are relinquished, or where continued exploration is deemed
inappropriate, are written off in the year such assessment is made. If the Company adopted a policy of
expensing all exploration costs, the Company’s asset base, shareholders’ equity, and loss from
operations would be materially different. These deferred costs will be amortized on the unit-of-
production basis over the estimated useful lives of the properties following the commencement of
production. The cost of mineral properties includes any cash consideration paid, and the fair market
value of shares issued on the acquisition of property interests, if any. The recorded amounts represent
actual expenditures incurred and are not intended to reflect present or future values.
The Company reviews capitalized costs on its property interests on a periodic, or at least annual, basis
and will recognize an impairment in value based upon current exploration results and upon
management’s assessment of the future probability of profitable revenues from the property or from the
sale of the property. Management’s assessment of the property’s estimated current fair market value
may also be based upon a review of other property transactions that have occurred in the same
geographic area as that of the property under review.

OUTLOOK
During 2020 the Company proposes to raise sufficient equity finance to commence the re-application
process for the Marine Consent.
It is expected to take 15 months to complete the work required to submit the re-application
with a likely submission date in 2022. This would lead to an expected grant date in 2023 and
eventual production in 2025.

For additional information, please refer to the Company’s website at www.rockphosphate.co.nz and for
regulatory filings, including news releases, please refer to www.SEDAR.com.

RISKS, UNCERTAINTIES AND OTHER ISSUES
Risk Factors
Chatham (NZ)’s business of exploring and developing for mineral resources involves a variety of
operational, financial and regulatory risks that are typical in the natural resource industry. Chatham (NZ)
attempts to mitigate these risks and minimize their effect on its financial performance, but there is no
guarantee that Chatham (NZ) will be profitable in the future. The Company’s common shares should be
considered speculative. Investors should carefully consider the following risk factors:
a. Marine Consent

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Chatham (NZ) cannot commence mining operations without the Marine Consent. Chatham (NZ)
filed for the Marine Consent on May 14, 2014 but was declined on February 11, 2015. While
Chatham (NZ) considers that it has a good case to receive the Marine Consent on re- application,
there is no guarantee that the Marine Consent will be granted. If Marine Consent is not granted
or is granted subject to economically unfeasible conditions, Chatham (NZ) will not be able to
proceed with mining operations in respect of the Mining Permit, which could have a material
adverse effect on the financial condition, operations, and prospects of Chatham (NZ).

Recent revisions to the Exclusive Economic Zone (“EEZ”) ACT mean that the Marine Consent
decision-making process will typically be completed within a nine-month period, however, there
is provision for timeframes to be extended in certain circumstances. Any delay in the Marine
Consent decision-making process could delay the entering into of a mining contract and the
commencement of mining operations and production, which could have a material adverse
effect on the financial condition, operations, and prospects of Chatham (NZ).

b. Uncertainty Relating to Mineral Resources

Resource estimates are a product of the skill, experience and judgements of the person carrying
out the resource estimation and no assurances can be given that the estimated grade and tonnes
will be realized or that Chatham (NZ) will receive the prices assumed in determining its
resources. Valid estimates made at a given time may significantly change when new information
becomes available. While Chatham (NZ) believes that the resource estimates included in this
Document are reasonable, resource estimates by their nature are imprecise and depend on the
quality of the sampling data and to a certain extent, upon statistical inferences that may
ultimately prove unreliable.

All of Chatham (NZ)'s resources are reported as Inferred Mineral Resources. Inferred Mineral
Resources have a great deal of uncertainty associated with them as to their existence (both
quantity and ultimately recovered grade). Generally, Inferred Mineral Resources cannot form
the basis of a feasibility study or bankable feasibility study. Owing to the nature of Chatham
(NZ)'s phosphate deposit, and its accessibility, it is not guaranteed that the deposit will ever be
converted to the measured and indicated resource categories. As such, there can be no
assurance that third parties will find Chatham (NZ)'s resource categorization acceptable for
future funding purposes or capital investment decisions, which could have a material adverse
effect on the financial condition, operations, and prospects of Chatham (NZ).

c. Mining Contract and Mining Process Risk

The technical ability of Chatham (NZ) to extract phosphorite from the seabed is unproven and
will require the development of a novel mining technique in order to accommodate the depth of
the sea in the Chatham Rise area. Therefore, there are no assurances that the proposed mining
method will perform at the necessary water depths as intended or at all.

d. Requirement for Future Funding

Chatham (NZ) is likely to require access to further funding in the future and prior to
commencement of production for a variety of reasons, including working capital, expansion of
the business, new developments relating to existing operations or new acquisitions. General
market conditions, volatile phosphorite markets, the lack of any necessary permit or contract to
mine, a claim against Chatham (NZ) or other factors may make it difficult to secure funding.
There is no assurance that Chatham (NZ) will be successful in obtaining required funding as and

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when needed on commercially acceptable terms.

e. Work Program Commitments

The Mining Permit issued by the New Zealand Petroleum and Minerals (“NZPAM”) department,
originally required that mining operations commence on or before December 6, 2017 at a mining
rate of not less than 800,000 tonnes of phosphorite per annum. Chatham (NZ) has sought and
already been granted changes to the terms of the Mining Permit to reflect that mining
operations cannot commence before 2020. Further changes to the conditions of the mining
permit have subsequently been applied for to reflect ongoing delays in the environmental
permitting process that Chatham (NZ) must undertake. Chatham (NZ) believes that the specified
mining rate can be achieved with the currently contemplated mining processes, but many of the
steps needed to reach commencement of mining are beyond the control of Chatham (NZ) and as
such there can be no guarantee that Chatham (NZ) will be able to meet this target production
within the required deadline or at all. There can be no guarantee that Chatham (NZ) will receive
Marine Consent and such other permits as may be required for mining operations, nor that it will
enter into a mining contract should Marine Consent be granted or that a suitable mining vessel
will be available in the timescale required to allow Chatham (NZ) to satisfy the Mining Permit
requirements.

The failure of Chatham (NZ) to commence mining at a rate of not less than 800,000 tonnes of
phosphorite per annum could result in a breach of the Mining Permit and give rise to the power
of the appropriate Minister, as defined in the Crown Minerals Act 1991 of New Zealand, to
revoke the Mining Permit. Whilst Chatham (NZ) believes that the appropriate Minister would
likely amend the terms of the Mining Permit in such circumstances, provided he or she was
satisfied that Chatham (NZ) was making good progress to commence mining operations as soon
as practicable, there can be no assurance that such discretion would be exercised and any such
failing could have a material adverse effect on the financial condition, operations, and prospects
of Chatham (NZ).

The Mining Permit imposed other conditions upon Chatham (NZ) as well, including the
requirement to complete a study within 24 months of the permit being granted (i.e. by 6
December 2017) in support of a final investment decision. This deadline has been altered and is
expected to be extended again. However, no assurance can be given that NZPAM will accept
Chatham (NZ)'s revised timing in satisfaction of this condition, when completed and presented.
Any such failing could result in the termination or modification of the Mining Permit, which could
have a material adverse effect on the financial condition, operations, and prospects of Chatham
(NZ).

Chatham (NZ) was also expected to complete appropriate sampling, geophysical and
geotechnical surveys required to define mining blocks within 48 months of the permit being
granted (i.e. by 6 December 2017) and spend a minimum of NZD2 million per annum (C$1.9m) in
carrying out its activities. This deadline has also been altered twice and is expected to be altered
again. However, failure to comply with this condition could result in the termination or
modification of the Mining Permit, which could have a material adverse effect on the financial
condition, operations, and prospects of Chatham (NZ).

f. Market Risk

Whilst Chatham (NZ) has engaged in market research and identified a number of potential
buyers and markets in relation to the product to be mined from Chatham Rise, Chatham (NZ) has
not yet entered into any marketing, sales or offtake agreements that are in markets considered

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material to Chatham (NZ). In addition, Chatham (NZ) cannot be assured of the quality of product
that it intends to produce given the nature of Chatham (NZ)'s resource, which could affect
anticipated demand. Further, the market may develop and change prior to the commencement
of mining operations and impact negatively on anticipated demand, whether as a result in a
change in technology, a new source of phosphate production or otherwise. There can be no
assurance, therefore, that Chatham (NZ) will be in a position to sell all of its mining output, if any,
at profitable prices, nor at all.

g. Mining Contract and Mining Process Risk

The technical ability of Chatham (NZ) to extract phosphorite from the seabed is unproven and
will require the development of a novel mining technique in order to accommodate the depth of
the sea in the Chatham Rise area. Chatham (NZ) intends to use a vessel that is specially modified
and equipped with a trailing suction unit. Whilst this solution relies on existing, proven
technology, the compilation of those techniques is novel and the use of the process in its
proposed form and at the depths of the Chatham Rise area is untried and may require further
work. Therefore, there are no assurances that the proposed mining method will perform at the
necessary water depths as intended or at all.

Modification of a vessel for such purpose will only take place if Chatham (NZ) is granted the
Marine Consent and enters into a mining contract. There can be no assurance that Chatham (NZ)
will be able to enter into such a contract on acceptable terms, nor at all, and the failure to do so
could delay the development of Chatham (NZ)'s project, alter Chatham (NZ)'s mining cost
assumptions and impair the ability of Chatham (NZ) to carry out future fund raises. Whilst the
Directors believe that there is competition for the award of the mining contract on competitive
terms, there is no certainty that any alternative contractors to Boskalis would be able to use the
design work completed by Boskalis, nor that any alternative contractor would be able to provide
an independently engineered processing solution on a timely basis and at a similar anticipated
cost.

Work on funding strategies for vessel modification or charter is currently being considered by
Chatham (NZ). The present idea (in conjunction with project leader Boskalis) is to establish a
special purpose vehicle to own the vessel and to fund the modifications by way of a combination
of debt and equity. A consortium of investors would be sought by Boskalis to contribute equity.
There is a risk that the required funding may not be secured at all or on terms unfavourable to
Chatham (NZ), the special purpose vehicle, or the mining operator. Subject to finalization of the
financing strategy, Chatham Rock may need to contribute equity into the special purpose vehicle
which may require that Chatham Rock secures further funds. It is not Chatham Rock's intention
to make a significant equity contribution. It is also possible, however, that the vessel could be
owned by a third party marine investor and chartered.

h. Intellectual Property Risk

In addition to the above, while the proposed mining system comprises a compilation of existing
technology, freedom-to-operate searches have not been undertaken. There is a remote
possibility that some intellectual property rights associated with the mining system design could
be proprietary to other parties. This could require licensing arrangements to be negotiated with
such parties or alternative designs to be developed (where any such proprietary rights exist).
There can be no assurance that such licensing arrangements will be negotiated on terms
favourable or acceptable to Chatham (NZ) or at all.

i. Production Risks

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The future development of any mineral deposit involves significant risks that even a combination
of careful evaluation, experience and knowledge may not eliminate. This is particularly the case
in an offshore deposit such as that at Chatham Rise, which is subject to additional risks related to
its marine location. For example, production will be affected by weather patterns and sustained
periods of bad weather could adversely impact mining activity and reduce tonnages of the rock
phosphate mined. No assurance can be given that Chatham (NZ) will meet its annual target
production rates of 1.5Mt per annum once production starts.

In recent years, a New Zealand company called Rocket Lab has commenced launching satellites
from the Mahia Peninsula, about 500 km west of the project area. There is a risk that jettisoned
rocket components could damage the dredging vessel and/or impede the phosphate recovery
operations.

Chatham (NZ) has no operating history upon which to base estimates of future cash flow.
Chatham (NZ)'s estimates of resources and cash operating costs are, to a large extent, based
upon geological, engineering and market analyses. Estimates of capital and operating costs are
necessarily preliminary at this stage of Chatham (NZ)'s development. It is possible that actual
costs and economic returns may differ materially from Chatham (NZ)'s best estimates. It is not
unusual in the mining industry for new mining operations to experience unexpected problems
during the pre-production phase, take much longer than originally anticipated to bring into a
producing phase, and to require more capital than anticipated.

j. Changes in Law and Policy

The laws, regulations, and authorities governing Chatham (NZ) and its operations may change,
and may result in additional material expenditures or time delays. Exploration and mining
permits may be susceptible to revision or cancellation by new laws or changes in direction by the
government of the day. In addition, the Exclusive Economic Zone and Continental Shelf
(Environmental Effects) Act 2012 has in recent years been subject to varying and conflicting
interpretation by the Courts which is expected to be resolved by a recent application by another
marine mining project. Until then there will continue to be uncertainty as to its interpretation or
application.

Whilst the Directors believe that the Government and population of New Zealand generally
support the development of natural resources in the manner contemplated by Chatham (NZ),
there is no assurance that future political and economic conditions will not result in the adoption
of different policies or attitudes affecting ownership of assets, land tenure and mineral
concessions, taxation, royalties, environmental protection, labour relations and return of capital.
This may affect Chatham (NZ)'s ability to undertake exploration, development and mining
activities on its projects.

k. Regulatory Compliance Risks

Chatham (NZ)'s future expected mining operations and exploration activities, as well as the
transportation and handling of any products mined, are or will be subject to extensive
regulations and laws. Such regulations relate to production, development, exploration, exports,
imports, taxes and royalties, labour standards, occupational health, waste disposal, protection
and remediation of the environment, decommissioning and reclamation, toxic substances,
transportation safety and emergency response, and other matters. Compliance with such
regulations and laws increases the costs of Chatham (NZ)'s operations.

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It is possible that, in the future, the costs, delays and other effects associated with such laws and
regulations may impact Chatham (NZ)'s decision as to whether to operate existing projects, or,
with respect to exploration and development properties, whether to proceed with exploration or
development, or that such laws and regulations may result in Chatham (NZ) incurring significant
costs to remediate or decommission properties that do not comply with applicable
environmental standards at such time.

Chatham (NZ) expends significant financial and managerial resources to comply with such laws
and regulations and anticipates the need for even greater resources if production is commenced.
Because legal requirements are subject to change and to interpretation, Chatham (NZ) is unable
to predict the ultimate cost of compliance with these requirements or their effect on operations.
Furthermore, future changes in governments, regulations and policies, such as those affecting
Chatham (NZ)'s mining operations and phosphorite transport, could materially and adversely
affect Chatham (NZ)'s results of operations and financial condition in a particular period or its
long term business prospects.

Failure to comply with applicable laws, regulations and permitting requirements may result in
enforcement actions. These actions may result in orders issued by regulatory or judicial
authorities causing operations to cease or be curtailed, and may include corrective measures
requiring capital expenditures, installation of additional equipment or remedial actions.
Chatham (NZ) may be required to compensate others who suffer loss or damage by reason of its
activities and may have civil or criminal fines or penalties imposed for violations of applicable
laws or regulations.

l. Reliance on Key Equipment

The ability of Chatham (NZ) to extract the phosphorite from the seabed will be dependent on
unique mining equipment, including a specialized vessel and trailing suction unit. Should this
unique equipment become unavailable once commissioned, Chatham (NZ) will likely have no
alternative access to its Mineral Resource. The equipment may become temporarily or
permanently unavailable to Chatham (NZ) due to factors beyond Chatham (NZ)'s control,
including adverse weather conditions, labour stoppages, rocket strike, technical failures,
government regulations, failure to secure any necessary intellectual property licenses or
decisions of the equipment operator. The unavailability of such equipment could have a material
adverse effect on the financial condition, operations, and prospects of Chatham (NZ).

m. Phosphate Demand and Pricing

The profitability of Chatham Rock's group operations, and its ordinary Share price, will be highly
dependent upon the market price of phosphate rock. Chatham (NZ)’s net earnings and operating
cash flow will be closely related and sensitive to fluctuations in the long and short term market
price of phosphorite. Commodity prices fluctuate widely and are affected by numerous factors
beyond the control of Chatham (NZ). The world supply of and demand for fertilizers and the
stability of exchange rates can all cause significant fluctuations in prices. These factors cannot be
accurately predicted. The price of fertilizers has fluctuated widely in recent years and future
price declines could cause commercial production to be impracticable, which could have a
material adverse effect on the financial condition, operations, and prospects of Chatham (NZ).

n. Reliance on Key Personnel

Chatham (NZ)'s success will largely depend on the efforts and abilities of certain senior officers
and key personnel. Chatham (NZ) is committed to providing attractive working conditions to

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assist in retaining its key senior management personnel. However, there can be no assurance
Chatham (NZ) will be able to retain these key personnel. Furthermore, the number of individuals
with relevant mining and operational experience in this industry is small. The loss of key
personnel or the inability to recruit and retain high-calibre staff could have a material adverse
effect on Chatham (NZ). The addition of new personnel or employees and the departure of
existing contractors, particularly in key positions, can be disruptive and may have a material
adverse effect on the financial condition, operations, and prospects of Chatham (NZ).

Personnel requirements of Chatham (NZ) will also change. At present, Chatham (NZ) has a
particular need for scientific and communications expertise as it pursues the Marine Consent. If
granted, those needs will reduce and there will be increased need for engineering and sales and
marketing capabilities. There can be no assurance that additional personnel with such
capabilities, fit for Chatham (NZ)'s purpose, will be secured.

o. Property Title Risk

The Mining Permit covers an offshore area in the EEZ of New Zealand. The Mining Permit and
Marine Consent (if issued) can be considered utilization rights to that offshore area. These rights
may be subject to defects or challenges. If such defects or challenges cover a material portion of
Chatham (NZ)'s offshore area, they could materially and adversely affect Chatham (NZ)'s
reported Mineral Resources or its long term business prospects. As well, any prolonged
challenge to Chatham (NZ)'s rights could result in substantial delays in its development
timetable, which could have a material adverse effect on the financial condition, operations, and
prospects of Chatham (NZ). Ambiguity can arise in the interpretation of mining legislation
regulations, permits and policy, including whether or not conditions have or have not been
satisfied (either at the time of satisfaction or subsequent thereto). For example, the precise
form of study that is required to be delivered in support of a decision to mine and in satisfaction
of Mining Permit is not subject to any further detailed guidance or definition. Interpretations,
whether at the relevant time or subsequent thereto, could result in claims or losses that have a
material adverse impact on the business, operations, assets or prospects of Chatham (NZ).

Maori customary rights, as well as requirements to consult with Maori under applicable New
Zealand law, are relevant to Chatham (NZ)'s rights. Managing relations with local Maori
communities is a matter of paramount importance to Chatham (NZ). Notwithstanding that
Maori interests do not carry with them a form of "veto" or similar right in relation to the Mining
Permit or the potential grant of the Marine Consent, there can be no assurance that customary
rights claims, as well as related consultation issues, will not arise on or with respect to Chatham
(NZ)'s rights and impact on Chatham (NZ)'s exploration, development and mining activities,
which could have a material adverse effect on the financial condition, operations, and prospects
of Chatham (NZ).

p. Environmental Risk

Chatham (NZ)'s New Zealand projects are subject to New Zealand environmental laws. These
laws include laws generally applying to the protection of the environment, as well as specific
regulation relating to areas in which Chatham operates. Exploration and mining projects can
cause a variety of environmental impacts and Chatham (NZ) is conscious of a number of potential
impacts in respect of its proposed mining operations, including:

• impact on fish stocks on the Chatham Rise;
• pollution risks from the vessel (e.g. oil spills);

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• impact on benthic communities; and
• effects of plume (where silt and seabed materials are separated from the rock phosphate
and returned to the ocean floor, but do not settle on the seabed immediately and then
go into the lower levels of the water column).

Chatham (NZ) has collected and analyzed extensive data on these potential effects to develop
and mitigation strategies, as well as contracted scientific organizations in New Zealand and The
Netherlands (including NIWA and Deltares) to assess the environmental impacts of its
operations. This information comprises a significant part of the Marine Consent application.

Chatham (NZ) intends to carry out its operations in compliance with all applicable environmental
laws and in compliance with any conditions imposed upon it, as well as in a responsible manner.
In the event that Chatham (NZ) does not operate in compliance with all applicable laws and
conditions there is a risk that the Mining Permit and/or Marine Consent, if granted, could be
forfeited or other adverse consequences could arise.

q. NGO Risk

Mining companies are often the target of actions by non-governmental organizations and
environmental groups in the countries in which they operate. Such organizations and groups
may take actions that are illegal, unauthorized or dangerous, without the support of
government, to disrupt commercial operations. There can be no guarantee that any future
action will not be taken by any non-governmental organization or environmental group to
disrupt Chatham (NZ)'s mining operations. They may also apply pressure to local, regional and
national government officials, or local iwi groups, to take actions that are adverse to Chatham
(NZ)'s operations. Such actions could have an adverse effect on Chatham (NZ)'s ability to
produce and sell its products, which could have a material adverse effect on the financial
condition, operations, and prospects of Chatham (NZ).

r. Profitability and Operating History

Chatham (NZ) has no history or earning revenue or profits and no assurance can be given by
Chatham (NZ) that it will have future revenues or profits, since these are dependent on the
future development and success of any mining operation. Chatham (NZ) has no history of mining
operations and is in a pre-revenue stage of development. As such, Chatham (NZ) is subject to
many risks common to such enterprises, including under-capitalization, cash shortages,
limitations with respect to personnel, financial and other resources and the lack of revenue.
There is no assurance that Chatham (NZ) will be successful in achieving a return on Shareholders'
investment.

s. Competition and Customer Strength

The fertilizer and mining industries are intensely competitive in all phases of exploration,
development and production. Competition in the mining industry is primarily for properties that
can be developed and produced economically; technical and commercial expertise; and capital.
Many competitors not only explore for and mine phosphate rock, but conduct beneficiation and
marketing operations on a global basis. Such competition may result in embedded relationships
with customers that make it difficult for Chatham (NZ) to negotiate offtake or other supply
arrangements. As well, many potential phosphate customers are better capitalized than
Chatham (NZ) and may engage in tactical order delays and other behaviour that could cause
Chatham (NZ) to suffer cash flow difficulties and induce it to execute transactions that do not

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reflect market conditions, which could have a material adverse effect on the financial condition,
operations, and prospects of Chatham (NZ).

t. Conflicts of Interest

Certain of Chatham (NZ)’s directors, officers and significant shareholders are or may become
shareholders, directors and/or officers of other natural resource companies, and, to the extent
that such other companies may participate in ventures with Chatham (NZ), these individuals may
have a conflict of interest in negotiating and concluding terms respecting the extent of such
participation.

In the event that such a conflict of interest arises at a meeting of the directors, a director who
has such a conflict will abstain from voting for or against the approval of such participation or of
its terms. In appropriate cases Chatham (NZ) will establish a special committee of independent
directors to review a matter in which one or more directors or officers may have a conflict.

From time to time, Chatham (NZ), together with other companies, may be involved in a joint
venture opportunity where several companies participate in the acquisition, exploration and
development of natural resource properties, thereby permitting Chatham (NZ) to be involved in
a greater number of larger projects with an associated reduction of financial exposure in any
given project. Chatham (NZ) may also assign all or a portion of its interest in a particular project
to any of these companies due to the financial position of the other Company or companies.

In accordance with the laws of the province of British Columbia, the directors are required to act
honestly and in good faith with a view to furthering the best interest of Chatham (NZ). In
determining whether or not Chatham (NZ) will participate in a particular program or transaction
and the terms of such participation, the directors will primarily consider the potential benefits to
Chatham (NZ), the degree of risk to which Chatham (NZ) may be exposed and its financial
position at that time. Other than as indicated, Chatham (NZ) has no procedures or mechanisms
to deal with conflicts of interest.

u. Dependence on General Economic Conditions

The operating and financial performance of Chatham (NZ) is influenced by a variety of general
economic and business conditions, including levels of consumer spending, inflation, interest
rates and exchange rates, access to debt and capital markets, and government fiscal, monetary
and regulatory policies. Prolonged deterioration in general economic conditions, including an
increase in interest rates or a decrease in consumer and business demand, could have a material
adverse effect on Chatham (NZ)'s business and financial condition.

v. Exchange Rates

Chatham (NZ) is exposed to movements in exchange rates. Chatham (NZ)'s historical (New
Zealand) financial statements are expressed and maintained in New Zealand dollars. Exchange
rate movements between New Zealand and other countries may impact the profit and loss
account or assets and liabilities of Chatham (NZ), to the extent the foreign exchange rate risk is
not hedged or not appropriately hedged.

w. Insurance Risk

Although Chatham (NZ) may obtain insurance to cover some of these risks and hazards in
amounts it believes to be reasonable, such insurance may not provide adequate coverage in the

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event of certain circumstances. No assurance can be given that such insurance will continue to
be available or that it will be available at economically feasible premiums or that it will provide
sufficient coverage for losses related to these or other risks and hazards. Furthermore, there are
risks that Chatham (NZ) cannot insure against, or may elect not to insure against, any such risks
and hazards and Chatham (NZ) may be subject to liability or sustain loss in such circumstances,
which could have a material adverse effect on the financial condition, operations, and prospects
of Chatham (NZ).

x. Dividends

There can be no assurance as to the level of future dividends. The declaration, payment and
amount of any future dividends of Chatham (NZ) are subject to the discretion of the
Shareholders or, in the case of interim dividends to the discretion of the directors, and will
depend upon, amongst other things, Chatham (NZ)'s earnings, financial position, cash
requirements, availability of profits, as well as provisions for relevant laws or generally accepted
accounting principles from time to time.


Under New Zealand law the board of directors may declare dividends from time to time from
distributable profits provided that the board of directors first resolves and certifies that following
the dividend being paid, Chatham (NZ) will satisfy the solvency test under the Companies Act
1993. This solvency test requires that the board of directors believes on reasonable grounds that
Chatham (NZ) will be able to meet its debts as they fall due and that its assets exceed liabilities,
including contingent liabilities.

y. Taxation

The tax rules, including stamp duty provisions and their interpretation, relating to an investment
in Chatham (NZ) may change during the life of Chatham Rise project. The levels of, and reliefs
from, taxation may also change and vary in respect of a given investor's circumstances.


z. Dual Regulation
Chatham Rock’s New Zealand subsidiary, Chatham Rock Phosphate (NZ) Limited is primarily
regulated by the Companies Act 1993. As a company listed on the NZX, Chatham Rock has the
Toronto Venture Exchange as its home exchange, with a copy of each document filed in Canada,
to also be filed with the NZX.

SUPPLEMENTAL TO THE FINANCIAL STATEMENTS
Outstanding Share and Option Data
Chatham Rock’s shares trade on the TSX Venture Exchange (ticker code NZP), the New Zealand Exchange
(ticker code CRP) and the Frankfurt Stock Exchange (ticker code 3GRE). The Company is authorized to
issue an unlimited number of common shares without par value.
As at December 31, 2020, 33,699,154 common shares were issued and outstanding. No shares are
subject to TSX Venture escrow provisions.

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On May 5, 2020 the Company closed a non-brokered private placement of 5,029,820 units at a price of
CAD$0.08 per Unit for gross proceeds of CAD$402,386. Each unit consists of one common share and one
transferable share purchase warrant. Each whole warrant entitles the holder to purchase one common
share at a price of CAD$0.45 per share any time prior to the date that is five years from the date of
issuance. In the event that the common shares of the Company trade on the TSX Venture Exchange at a
closing price of greater than CAD$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.
On June 23, 2020 the Company closed a non-brokered private placement of 2,365,894 units at a price of
CAD$0.08 per Unit for gross proceeds of CAD$189,272. Each unit consists of one common share and one
transferable share purchase warrant. Each whole warrant entitles the holder to purchase one common
share at a price of CAD$0.45 per share any time prior to the date that is five years from the date of
issuance. In the event that the common shares of the Company trade on the TSX Venture Exchange at a
closing price of greater than CAD$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.
FORWARD-LOOKING STATEMENTS
These audited consolidated financial statements and this Management’s Discussion and Analysis,
contains certain “Forward-Looking Statements” that are prospective and reflect management’s
expectations regarding Chatham Rock Phosphate Limited’s (“Chatham Rock” or “Company”) future
growth, results of operations, performance and business prospects and opportunities. Forward-looking
information can often be identified by forward-looking words such as “anticipate”, “believe”, “expect”,
“goal”, “plan”, “intend”, “estimate”, “may” and “will” or similar words suggesting future outcomes, or
other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events
or performance.
All statements, other than statements of historical fact, included herein, including without limitation,
statements regarding potential mineralization and reserves, estimates of future production, unit costs,
costs of capital projects and timing of commencement of operations, exploration results and future plans
and objectives of the Company are forward-looking statements that involve various risks and
uncertainties. There can be no assurance that such statements will prove to be accurate, and actual
results and future events could differ materially from those anticipated in such statements.
Important factors that could cause actual results to differ materially from Company’s expectations are
disclosed in its documents filed from time to time with the TSX Venture Exchange and other regulatory
authorities and include, but are not limited to, failure to establish estimated resources and reserves, the
grade and recovery of ore to be mined varying from estimates, capital and operating costs varying
significantly from estimates, delays in obtaining or failure to obtain required governmental,
environmental or other project approvals, inflation, changes in exchange rates, fluctuations in
commodity prices, delays in the development of projects and other factors.
Shareholders and prospective investors should be aware that these statements are subject to known and
unknown risks, uncertainties and other factors that could cause actual results to differ materially from
those suggested by the forward-looking statements. Readers are cautioned not to place undue reliance
on forward-looking information. By its nature, forward-looking information involves numerous

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assumptions, inherent risks and uncertainties, both general and specific, that contribute to the possibility
that the predictions, forecasts, projections and various future events will not occur.
Chatham Rock undertakes no obligation to update publicly or otherwise revise any forward-looking
information whether as a result of new information, future events or other such factors which affect this
information, except as required by law.