Chatham files material change and early warning reports

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Form 62-103F1
Required Disclosure under the Early Warning Requirements
Item 1 – Security and Reporting Issuer
1.1 State the designation of securities to which this report relates and the name and address of
the head office of the issuer of the securities.
Securities: Common Shares (“Shares”)

Issuer: Chatham Rock Phosphate Limited (“CRP”)
PO Box 231, Takaka 7142
New Zealand

1.2 State the name of the market in which the transaction or other occurrence that triggered
the requirement to file this report took place.
Colin Randall and a family trust controlled by Colin Randall acquired ownership and control over
10,722,858 Shares on June 30, 2021, pursuant to the terms of a share purchase agreement dated
April 28, 2021 made among CRP and the shareholders of Avenir Makatea Pty Limited
(“Avenir”) and pursuant to which CRP acquired all of the issued and outstanding shares of
Avenir (the “Avenir Acquisition Agreement”). At the time of the closing of the Avenir
Acquisition Agreement, the Shares of CRP were listed on the TSX Venture Exchange.
Item 2 – Identity of the Acquiror
2.1 State the name and address of the Acquiror.
Colin Randall (the “Acquiror”)
New Lambton Heights, NSW
Australia
2.2 State the date of the transaction or other occurrence that triggered the requirement to file
this report and briefly describe the transaction or other occurrence.
Pursuant to the terms of the Avenir Acquisition Agreement, the Acquiror acquired ownership and
control over an aggregate of 10,722,858 Shares at a deemed price of $0.0815 per Share,
4,052,326 of which were acquired by a family trust controlled by the Acquiror (“Randall Family
Trust”), and 6,670,532 of which were acquired by the Acquiror personally. Collectively, the
Shares represent approximately 17.4% of CRP’s issued and outstanding Shares.

2.3 State the names of any joint actors.
Randall Family Trust is controlled by the Acquiror and is considered a joint actor.
Item 3 – Interest in Securities of the Reporting Issuer
3.1 State the designation and number or principal amount of securities acquired or disposed of
that triggered the requirement to file this report and the change in the Acquiror’s
securityholding percentage in the class of securities.

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The Acquiror and Randall Family Trust acquired a total of 10,722,858 CRP Shares pursuant to
the Avenir Acquisition Agreement. Prior to the completion of the acquisition of CRP Shares, the
Acquiror and Randall Family Trust held no Shares of CRP. As a result of the acquisition of the
CRP Shares, the Acquiror and Randall Family Trust now collectively own and control a total of
approximately 17.4% of the current total issued and outstanding Shares of CRP on a non-diluted
basis.
3.2 State whether the Acquiror acquired or disposed ownership of, or acquired or ceased to
have control over, the securities that triggered the requirement to file this report.
Acquired ownership.
3.3 If the transaction involved a securities lending arrangement, state that fact.
Not applicable.
3.4 State the designation and number or principal amount of securities and the Acquiror’s
securityholding percentage in the class of securities, immediately before and after the
transaction or other occurrence that triggered the requirement to file this report.
Immediately prior to the closing of the Avenir Acquisition Agreement, the Acquiror and joint
actors of the Acquiror held no Shares of CRP. As a result of the acquisition of the CRP Shares
pursuant to the Avenir Acquisition Agreement, the Acquiror and joint actors of the Acquiror now
own 10,722,858 CRP Shares representing approximately 17.4% of CRP’s issued and outstanding
shares.
3.5 State the designation and number or principal amount of securities and the Acquiror’s
securityholding percentage in the class of securities referred to in Item 3.4 over which
(a) the Acquiror, either alone or together with any joint actors, has ownership and
control,
See item 3.4 above.
(b) the Acquiror, either alone or together with any joint actors, has ownership but
control is held by persons or companies other than the Acquiror or any joint actor,
and
Not applicable.
(c) the Acquiror, either alone or together with any joint actors, has exclusive or shared
control but does not have ownership.
Not applicable.
3.6 If the Acquiror or any of its joint actors has an interest in, or right or obligation associated
with, a related financial instrument involving a security of the class of securities in respect
of which disclosure is required under this item, describe the material terms of the related
financial instrument and its impact on the Acquiror’s securityholdings.
Not applicable.
3.7 If the Acquiror or any of its joint actors is a party to a securities lending arrangement
involving a security of the class of securities in respect of which disclosure is required under

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this item, describe the material terms of the arrangement including the duration of the
arrangement, the number or principal amount of securities involved and any right to recall
the securities or identical securities that have been transferred or lent under the
arrangement.
State if the securities lending arrangement is subject to the exception provided in section 5.7
of NI 62-104.
Not applicable.
3.8 If the Acquiror or any of its joint actors is a party to an agreement, arrangement or
understanding that has the effect of altering, directly or indirectly, the Acquiror’s economic
exposure to the security of the class of securities to which this report relates, describe the
material terms of the agreement, arrangement or understanding.
Not applicable.
Item 4 – Consideration Paid
4.1 State the value, in Canadian dollars, of any consideration paid or received per security and
in total.
The Shares were acquired at a deemed price of $0.0815 per CRP Share for a total deemed price
of $873,913.
4.2 In the case of a transaction or other occurrence that did not take place on a stock exchange
or other market that represents a published market for the securities, including an issuance
from treasury, disclose the nature and value, in Canadian dollars, of the consideration paid
or received by the Acquiror.
The CRP Shares were acquired by the Acquiror at a deemed price of $0.0815 per share for a
total deemed price of $873,913 pursuant to the terms of the Avenir Acquisition Agreement.
4.3 If the securities were acquired or disposed of other than by purchase or sale, describe the
method of acquisition or disposition.
The issuance of the CRP Shares was undertaken pursuant to an acquisition by CRP of all the
issued and outstanding shares of Avenir.
Item 5 – Purpose of the Transaction
State the purpose or purposes of the Acquiror and any joint actors for the acquisition or disposition
of securities of the reporting issuer. Describe any plans or future intentions which the Acquiror and
any joint actors may have which relate to or would result in any of the following:
(a) the acquisition of additional securities of the reporting issuer, or the disposition of
securities of the reporting issuer;
(b) a corporate transaction, such as a merger, reorganization or liquidation, involving
the reporting issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of the assets of the reporting issuer or any of
its subsidiaries;

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(d) a change in the board of directors or management of the reporting issuer, including
any plans or intentions to change the number or term of directors or to fill any
existing vacancy on the board;
(e) a material change in the present capitalization or dividend policy of the reporting
issuer;
(f) a material change in the reporting issuer’s business or corporate structure;
(g) a change in the reporting issuer’s charter, bylaws or similar instruments or another
action which might impede the acquisition of control of the reporting issuer by any
person or company;
(h) a class of securities of the reporting issuer being delisted from, or ceasing to be
authorized to be quoted on, a marketplace;
(i) the issuer ceasing to be a reporting issuer in any jurisdiction of Canada;
(j) a solicitation of proxies from security holders;
(k) an action similar to any of those enumerated above.
The Acquiror acquired the CRP Shares for investment purposes pursuant to the terms of the Avenir
Acquisition Agreement. In the future, the Acquiror will evaluate its investment in CRP from time to
time and may, based on such evaluation, market conditions and other circumstances, increase or
decrease its shareholdings as circumstances require through market transactions, private agreements,
or otherwise.
Item 6 – Agreements, Arrangements, Commitments or Understandings With Respect to
Securities of the Reporting Issuer
Describe the material terms of any agreements, arrangements, commitments or understandings
between the Acquiror and a joint actor and among those persons and any person with respect
to securities of the class of securities to which this report relates, including but not limited to the
transfer or the voting of any of the securities, finder’s fees, joint ventures, loan or option
arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of
proxies. Include such information for any of the securities that are pledged or otherwise subject
to a contingency, the occurrence of which would give another person voting power or
investment power over such securities, except that disclosure of standard default and similar
provisions contained in loan agreements need not be included.
Not applicable.
Item 7 – Change in Material Fact
If applicable, describe any change in a material fact set out in a previous report filed by the
Acquiror under the early warning requirements or Part 4 in respect of the reporting issuer’s
securities.
Not applicable.

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Item 8 – Exemption
If the Acquiror relies on an exemption from requirements in securities legislation applicable to
formal bids for the transaction, state the exemption being relied on and describe the facts
supporting that reliance.
Not applicable.
Item 9 – Certification
I, as the Acquiror, certify to the best of my knowledge, information and belief, that the statements
made in this report are true and complete in every respect.
Date: June 30, 2021.



s/ “Colin Randall”
Colin Randall

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FORM 51-102F3

Material Change Report
UNDER SECTION 7.1 OF NATIONAL INSTRUMENT 51-102

1. Name and Address of Company:

Chatham Rock Phosphate Limited
P.O. Box 231
Takaka, New Zealand 7142

(the "Company")

2. Date of Material Change:

June 30, 2021

3. News Release:

A news release was disseminated on June 30, 2021 and was subsequently filed on SEDAR.

4. Summary of Material Change:

The Company announced that it has completed the acquisition of Avenir Makatea Pty Limited
(“Avenir”). Pursuant to the terms of the Share Purchase Agreement dated April 28, 2021
between CRP and Avenir’s shareholders, CRP has issued a total of 17,857,738 common shares to
the former Avenir shareholders (the “Consideration Shares”). The Consideration Shares are
subject to a statutory hold period expiring October 31, 2021.

5. Full Description of Material Change:

See attached news release dated June 30, 2021.

6. Reliance on subsection 7.1(2) of National Instrument 51-102:

Not applicable.

7. Omitted Information:

Not applicable.

8. Executive Officer:

Chris Castle, President, Chief Executive Officer and Director
Telephone: 64 21 55 81 85

9. Date of Report:

June 30, 2021

NEWS RELEASE 21-10 June 30, 2021



CHATHAM ROCK PHOSPHATE LIMITED
COMPLETION OF ACQUISITION OF AVENIR MAKATEA


WELLINGTON New Zealand – Chatham Rock Phosphate Limited (TSXV: “NZP” and NZX:
“CRP” or the “Company") is pleased to announce that it has completed the acquisition of Avenir
Makatea Pty Limited (“Avenir”). Pursuant to the terms of the Share Purchase Agreement dated April
28, 2021 between CRP and Avenir’s shareholders, CRP has issued a total of 17,857,738 common
shares to the former Avenir shareholders (the “Consideration Shares”). The Consideration Shares
are subject to a statutory hold period expiring October 31, 2021.

A total of 10,722,858 of the Consideration Shares were issued to Mr. Colin Randall, the Executive
Chairman of Avenir, and a trust in which members of Mr. Randall’s family hold an interest. In
addition, pursuant to the terms of the Share Purchase Agreement, Mr. Randall has been appointed to
CRP’s Board of Directors.

Mr. Randall has filed an early warning report announcing the acquisition of 10,722,858 Consideration
Shares. Prior to acquiring these common shares, Mr. Randall held no common shares of CRP. Upon
gaining control over these common shares, Mr. Randall and his family trust now hold approximately
17.4% of CRP’s issued and outstanding common shares.

The common shares of CRP were acquired by Mr. Randall and his family trust for investment
purposes. Mr. Randall and/or his family trust may increase or decrease their investment in CRP
depending upon future market conditions or any other relevant factors.

This news release is being issued as required by National Instrument 62-103 (Early Warning System
and Related TakeOver Bid and Insider Reporting Issues) in connection with the filing of an Early
Warning Report dated June 29, 2021. The Early Warning Report respecting this acquisition has been
filed on SEDAR (System for Electronic Analysis and Review).

For further information please contact:

Chris Castle
President and Chief Executive Officer
Chatham Rock Phosphate Limited
64 21 55 81 85 or chris@crpl.co.nz


Neither the Exchange, its Regulation Service Provider (as that term is defined under the policies of the Exchange), nor New
Zealand Exchange Limited has in any way passed upon the merits of the Acquisition and associated transactions, and none
of them accepts responsibility for the adequacy or accuracy of this release.
Schedule "A"