Final Announcement for the Year to 31 March 2022

1
Form 52-109FV1
Certification of Annual Filings
Venture Issuer Basic Certificate
I, CHRIS CASTLE, Chief Executive Officer of Chatham Rock Phosphate Limited, certify the following:
1
.R
eview: I have reviewed the AIF, if any, annual financial statements and annual MD&A,
including, for greater certainty, all documents and information that are incorporated by reference
in the AIF (together, the “annual filings”) of Chatham Rock Phosphate Limited (the “Issuer”)
for the financial year ended March 31, 2022.
2
.No
misrepresentations: Based on my knowledge, having exercised reasonable diligence, th
e
a
nnual 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, for the period covered by the annual filings.
3
.F
air presentation: Based on my knowledge, having exercised reasonable diligence, the annual
financial statements together with the other financial information included in the annual 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 annual filings.
Dat
e: July 29, 2022
“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.

---

1
Form 52-109FV1

Certification of Annual 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 AIF, if any, annual financial statements and annual MD&A,
including, for greater certainty, all documents and information that are incorporated by reference
in the AIF (together, the “annual filings”) of Chatham Rock Phosphate Limited (the “Issuer”)
for the financial year ended March 31, 2022.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the
annual 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, for the period covered by the annual filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual
financial statements together with the other financial information included in the annual 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 annual filings.

Date: July 29, 2022


“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.

---

Chatham Rock Phosphate MD&A Report for March 31, 2022 Page 1

CHATHAM ROCK PHOSPHATE LIMITED (“CRP”)
MANAGEMENT’S DISCUSSION & ANALYSIS
FOR THE YEAR ENDED MARCH 31, 2022
(All amounts stated in Canadian dollars, unless otherwise indicated)
Attention is called to a caution in respect of Forward-Looking Statements - included at page 26

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 on the Chatham Rise and to build an international
phosphate mining and trading house with a focus on low cadmium, organic phosphate.
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 $9.5 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 $32 million and is presently around $19.6 million on the TSX.V and $27 million on
the NZX.
The cornerstone investors are based in Australia, Singapore, Germany and Switzerland and
together with the CRP management team hold, directly and indirectly, approximately 23.8% of
the company. The rest of the shares are held by more than 3,000 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, either from further share
subscriptions or operating cash flows from the Korella or Avenir Makatea projects
Once the required level of funding has been raised, it is then expected to take 15 months to
complete the work required to submit the re-application with a possible submission date in Q4,
2024. This would lead to an expected grant date of Q3, 2025 and eventual production in 2027.
As part of our strategy to build an international diversified phosphate business, on April 28, 2021
CRP announced that it had entered into a formal agreement with the shareholders of Avenir
Makatea Pty Limited (“Avenir”), an Australian incorporated company to purchase all of the issued
and outstanding shares of Avenir (the “Acquisition”). Avenir, through its wholly-owned French
Polynesian subsidiary, SAS Avenir Makatea, holds an exploration research permit to explore for
phosphate on the French Polynesian island of Makatea. The Makatea project covers an area of
1,035 ha (10.36 km2). The island is a well-known source of phosphate and was previously mined
until 1966. Avenir has filed an application for a mining concession over the project area which
remains in progress. The acquisition transaction was completed on June 30, 2021.
Chatham has been largely unaffected by COVID-19 and lock down restrictions.

Chatham Rock Phosphate MD&A Report for March 31, 2022 Page 2

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
AVENIR MAKATEA PHOSPHATE PROJECT .................................................................................................... 12
FINANCIAL COMMENTARY .......................................................................................................................... 13
Selected Annual Information ................................................................................................................... 13
Summary of Quarterly Results ................................................................................................................ 13
Significant Expenses of a Corporate Nature ............................................................................................ 13
Liquidity and Capital Resources ............................................................................................................... 14
Related Party Transactions ...................................................................................................................... 14
SUBSEQUENT EVENTS.................................................................................................................................. 15
Use of Financial Instruments ................................................................................................................... 15
Contractual Obligations and Commitments ............................................................................................ 15
Off-Balance Sheet Arrangements and Contingent Liabilities .................................................................. 15
Critical Accounting Policies and Estimates .............................................................................................. 15
Mineral Properties ................................................................................................................................... 16
OUTLOOK ..................................................................................................................................................... 16
RISKS, UNCERTAINTIES AND OTHER ISSUES ................................................................................................ 17
Risk Factors .............................................................................................................................................. 17
SUPPLEMENTAL TO THE FINANCIAL STATEMENTS ..................................................................................... 26
Outstanding Share and Option Data ....................................................................................................... 26
FORWARD-LOOKING STATEMENTS ............................................................................................................ 26

Chatham Rock Phosphate MD&A Report for March 31, 2022 Page 3

INTRODUCTION
This discussion and analysis of the operating results and financial condition of Chatham Rock Phosphate
Limited (“Chatham Rock”, or the “Company”) for the year ended March 31, 2022, as prepared on July 29,
2022 should be read in conjunction with the audited 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.
In June 2021 Chatham acquired Avenir, which through its wholly-owned French Polynesian subsidiary, SAS
Avenir Makatea, holds an exploration research permit to explore for phosphate on the French Polynesian
island of Makatea. The Makatea project covers an area of 1,035 ha (10.36 km2). The island is a well-known
source of phosphate and was previously mined until 1966. Avenir has filed an application for a mining
concession over the project area which remains in progress.
Significant Intercorporate Relationships

Chatham Rock Phosphate Limited (Chatham Rock)

Incorporated under the Business Corporations Act (British Columbia)

Manmar Investments 106
(Proprietary) Limited

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

Incorporated under the New
Zealand Companies Act 1993
Avenir Makatea Pty Limited

Incorporated under the
Australian Corporations Act
2001

Pacific Rare Earths Limited
Incorporated under the New
Zealand Companies Act 1993
SAS Avenir Makatea
Incorporated under the laws
of French Polynesia

100%
100% 100% 100%
100%

Chatham Rock Phosphate MD&A Report for March 31, 2022 Page 4

Chatham (NZ) is a junior mineral development company, focused on the development of a marine
phosphorite deposit off the coast of New Zealand as part of its strategy to build an international
phosphate mining and trading house with a focus on low cadmium, organic phosphate. It has not
commenced mining operations or generated operating revenues to date.
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.

Chatham Rock Phosphate MD&A Report for March 31, 2022 Page 5

BOARD OF DIRECTORS

• Chris Castle President and CEO (New Zealand based);
• Linda Sanders Non-executive Chairman (New Zealand based);
• Colin Randall Executive director (Australian based) from June 30, 2021
• 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 $2.5m in the twenty-four months
to March 31, 2022. These funds are being applied to cover corporate overheads, the cash costs relating
to the Avenir Makatea acquisition and to limited preparatory work in reapplying for the marine consent
for the Chatham Rise project.
Avenir Makatea Acquisition
On June 30, 2021, the Company completed the acquisition of Avenir Makatea Pty Limited (“Avenir”).
Pursuant to the terms of the Share Purchase Agreement dated April 28, 2021 between the Company and
Avenir’s shareholders, the Company issued a total of 17,857,738 common shares to the former Avenir
shareholders (the “Consideration Shares”).

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 the Company’s Board of
Directors. Upon gaining control over these common shares, Mr. Randall and his family trust now hold
approximately 16.6% of the Company’s issued and outstanding common shares.

Avenir, through its wholly-owned French Polynesian subsidiary, SAS Avenir Makatea, holds an exploration
research permit to explore for phosphate on the French Polynesian island of Makatea. The Makatea
project covers an area of 1,035 ha (10.36 km2). The island is a well-known source of phosphate and was
previously mined until 1966. Avenir has filed an application for a mining concession over the project area
which remains in progress.

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.

Chatham Rock Phosphate MD&A Report for March 31, 2022 Page 6

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.

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.

As a result of the extremely favourable preliminary research, CRP is continuing a dialogue with
appropriated skilled and funded external parties, based both in New Zealand and internationally, in order
to further develop 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

Chatham Rock Phosphate MD&A Report for March 31, 2022 Page 7

available about the REE minerals in the Chatham Rise deposit than any other rare earths deposit in New
Zealand.

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.

Chatham Rock Phosphate MD&A Report for March 31, 2022 Page 8




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 8pplicationns 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

Location of the Chatham Rise Project

Chatham Rock Phosphate MD&A Report for March 31, 2022 Page 9

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 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.

Chatham Rock Phosphate MD&A Report for March 31, 2022 Page 10


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
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 Rock Phosphate MD&A Report for March 31, 2022 Page 11

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.

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.

Chatham Rock Phosphate MD&A Report for March 31, 2022 Page 12

AVENIR MAKATEA PHOSPHATE PROJECT
Chatham is taking advantage of the work already undertaken by Avenir to expand and deepen its overall
ambitions to build an international phosphate mining and trading house focusing on the rapidly expanding
organic phosphate marketplace.

Mining application

SAS Avenir Makatea (wholly-owned subsidiary of Avenir) was granted an exploration permit on 28 January
2014 and in September 2016 Avenir applied for a mining concession to mine/rehabilitate an area of 600
ha of previously mined land. The Project, if it proceeds, is expected to have a 30 year life.

The application is now being processed under the terms of a new Mining Code for French Polynesia that
was promulgated in January 2020. The existing Environmental Code was recently successfully harmonised
with the new Mining Code.

The Project is subject to a Public Enquiry process that leads to recommendations to the Council of Ministers
for the grant of the Mining Concession. The Public Enquiry, which will be based on the presentation of an
updated Environmental Impact Assessment and an Economic Benefit Analysis, is expected to in late 2022.

Nominated consultants in French Polynesia, in association with the staff of SAS Avenir Makatea, will
prepare the two reports and present these to the public in advance of /and during the one-month public
enquiry period.

Following the enquiry, the process for determining the application is set out by the Mining Code including
presentations to the nominated Mining Committee. The Committee makes its recommendations to the
Council of Ministers. Following the past four years of intensive consultation with landowners of Makatea
and the continuing consultation with Government since 2011, Avenir looks forward to the granting of the
Mining Concession in early 2023.

Marketing of Makatea organic phosphate into USA and Canada

Following earlier studies by Avenir into the organic farming market in the USA and Canada, Makatea
phosphate was certified by OMRI as an organic phosphate to facilitate marketing. Recent discussions with
US based companies with current marketing to the organic farming market, are progressing with the aim
of establishing long term offtake agreements for sales into the expanding organic market in USA and
Canada.

Chatham Rock Phosphate MD&A Report for March 31, 2022 Page 13

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
2022

2021 2020
$000s except for per share
Total revenue - - -
Net profit/(loss) (1,033) (573) (640)
Profit/(Loss) per share – basic and diluted (cents) (0.0163) (0.0166) (0.0249)
Total assets 8,126 5,222 4,541
Total long-term liabilities - - -
Distribution or cash dividend declared per share - - -

Summary of Quarterly Results
Quarterly results for the past eight quarters ending March 31, 2022 are as follows:
2022 2021
$000s Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1
Cash 1,367 672 708 333 379 49 78 289
Working capital 391 688 1,045 244 432 68 193 337
Total assets 8,126 7,108 7,717 6,475 5,222 5,098 4,905 5,079
Profit/(Loss) for period (272) (415) (184) (162) (223) (104) (129) (117)
Profit/(Loss) per share (cents) (0.0012)

(0.0058)

(0.0056) (0.0037) (0.0056) (0.0031) (0.0039) (0.0040)
Mineral Project expenditures *
(1) (1) (69) (1) (17) (22) (18) (16)
Cash flow from financing (net) 878 251 806 74 492 94 32 555
Weighted average shares
(millions)
63 72 33 44 35 33 33 29
*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 year ended March 31, 2022 the Group recorded a net loss before income taxes of $1,033,000
(2021: net loss of $573,000).
Significant expense categories (apart from accumulated exploration write-offs and provisions) for the
period are discussed below:

Chatham Rock Phosphate MD&A Report for March 31, 2022 Page 14


Expenditure

2022
Note

2021
General and administration 295 1 117
Depreciation 3 -
Audit fees 61 30
Legal fees 148 133
Consulting fees 151 30
Registry, Filing and Listing 59 39
Marketing 134 2 193
Share-based payment 157 -
Travel and accommodation 31 6
Total 1,039 548

Note:
1. General and Administration costs includes management fees $104,000 (2021: $64,000),
accounting services $18,000 (2021: $13,000), insurance $23,000 (2021: $20,000) and other New
Zealand and Australian office costs.
2. The marketing costs relate to Canadian based share marketing contracts. These contracts
provide services including online marketing, advertising and writing feature articles.
3. Share-based payments relate to the issue of options to Directors and senior consultants under
the Share option plan dated May 8, 2018.

Liquidity and Capital Resources
The Company’s cash position as at March 31, 2022 was $1,367,000. Trade and other payables total
$167,000.
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 $109,000 for the year (2021: $74,000) and are
set out in detail in the financial statements at Note 19.
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.

Chatham Rock Phosphate MD&A Report for March 31, 2022 Page 15

SUBSEQUENT EVENTS
On April 8, 2022 the Company announced that it has closed its non-brokered private placement of
12,927,960 units (the “Units”) at a price of CAD$0.17 (NZ$0.195) per Unit for gross proceeds of
CAD$2,197,753 (NZ$2,520,952). The private placement was intended to be limited to 10,000,000 units but
given significant interest from investors in New Zealand, Germany, USA and Canada, CRP requested (and
was granted) approval by the TSXV to enlarge the issue to accommodate the demand. 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
three 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 (NZ$0.69) 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. All securities issued pursuant to the private placement
are subject to a hold period and may not be traded until August 9, 2022.
As at March 31, 2022, the Group holds $882,069 of cash received for subscription of shares as per the
offering above. The amount presented as a liability at year end was settled upon issuance of shares on
closing of the private placement.
There were no other material subsequent events up to the date of this report.

Use of Financial Instruments
For the period ended March 31, 2022 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 March 31, 2022 the Group had no capital commitments (2021: Nil).
b) The Company has no commitments under the terms of non-cancellable operating leases (2021:
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 21.

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.

Chatham Rock Phosphate MD&A Report for March 31, 2022 Page 16

The Company’s significant accounting policies are those that affect its financial statements and are
summarized in Note 2(e) of the audited financial statements for the year ended March 31, 2022.
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
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
The Company aims either to raise sufficient equity finance to commence the re-application process for the
Marine Consent or to utilise cash flows generated by the Korella or Avenir Makatea projects.
Once the required level of funding has been raised, one way or another, it is then expected to take 15
months to complete the work required to submit the re-application with a likely submission date in Q3,
2025. This would lead to an expected grant date of Q3, 2025 and eventual production in 2027.
In June 2021 Chatham acquired Avenir, which through its wholly-owned French Polynesian subsidiary, SAS
Avenir Makatea, holds an exploration research permit to explore for phosphate on the French Polynesian
island of Makatea. The Makatea project covers an area of 1,035 ha (10.36 km2). The island is a well-known
source of phosphate and was previously mined until 1966. Avenir has filed an application for a mining
concession over the project area which remains in progress.
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.

Chatham Rock Phosphate MD&A Report for March 31, 2022 Page 17

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. A number of
risks described below also generally apply to the recently acquired SAS Avenir Makatea project in French
Polynesia as it’s a very similar project in many respects. 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

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

Chatham Rock Phosphate MD&A Report for March 31, 2022 Page 18

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 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. On November 7, 2019 the Company was granted a change of
conditions in the permit to defer the minimum work programme commitments for a further 24
months.

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

Chatham Rock Phosphate MD&A Report for March 31, 2022 Page 19

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 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

Chatham Rock Phosphate MD&A Report for March 31, 2022 Page 20

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

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

Chatham Rock Phosphate MD&A Report for March 31, 2022 Page 21

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.

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

Chatham Rock Phosphate MD&A Report for March 31, 2022 Page 22


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 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

Chatham Rock Phosphate MD&A Report for March 31, 2022 Page 23

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);
• 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.

Chatham Rock Phosphate MD&A Report for March 31, 2022 Page 24


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 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.

Chatham Rock Phosphate MD&A Report for March 31, 2022 Page 25

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 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.

Chatham Rock Phosphate MD&A Report for March 31, 2022 Page 26

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.
On June 30, 2021, the Company completed the acquisition of Avenir Makatea Pty Limited. Pursuant to the
terms of the Share Purchase Agreement dated April 28, 2021 between the Company and Avenir’s
shareholders, the Company issued a total of 17,857,738 common shares to the former Avenir
shareholders.
On July 19, 2021, the Company closed a non-brokered private placement of 3,173,435 units at a price of
CAD $0.11 per Unit (NZ$0.12) for gross proceeds of CAD $349,078 (NZD $380,812). Each Unit consists of
one common share in the capital of the Company and one transferable share purchase warrant. Each
Warrant will entitle the holder thereof to acquire one common share at a price of CAD$0.45 per share at
any time prior to the date that is five (5) years from the date of issuance.
On September 9, 2021, the Company closed a non-brokered private placement of 7,201,000 units at a price
of CAD $0.11 per Unit (NZ$0.125) for gross proceeds of CAD $792,110 (NZD $880,781). Each Unit consists
of one common share in the capital of the Company and one transferable share purchase warrant. Each
Warrant will entitle the holder thereof to acquire one common share at a price of CAD$0.45 per share at
any time prior to the date that is five (5) years from the date of issuance.
As at March 31, 2022, 71,931,327 shares were issued and outstanding.
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.

Chatham Rock Phosphate MD&A Report for March 31, 2022 Page 27

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 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.