Chatham September 30 Financial Statements and M, D & A
FORM 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate
I, CHRIS CASTLE, Chief Executive Officer of Chatham Rock Phosphate Limited, certify the
following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim
filings”) of Chatham Rock Phosphate Limited (the “issuer”) for the interim period ended
September 30, 2022.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the
interim filings do not contain any untrue statement of a material fact or omit to state a material
fact required to be stated or that is necessary to make a statement not misleading in light of the
circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim
financial report together with the other financial information included in the interim filings fairly
present in all material respects the financial condition, financial performance and cash flows of
the issuer, as of the date of and for the periods presented in the interim filings.
Date: November 29, 2022
s/ “Chris Castle”
Chris Castle
Chief Executive Officer
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in
Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to
the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting
(ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations
relating to the establishment and maintenance of
i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the
issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded,
processed, summarized and reported within the time periods specified in securities legislation; and
ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge
to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability
of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-
109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other
reports provided under securities legislation.
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FORM 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate
I, ROBYN HAMILTON, Chief Financial Officer of Chatham Rock Phosphate Limited, certify the
following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim
filings”) of Chatham Rock Phosphate Limited (the “issuer”) for the interim period ended
September 30, 2022.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the
interim filings do not contain any untrue statement of a material fact or omit to state a material
fact required to be stated or that is necessary to make a statement not misleading in light of the
circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim
financial report together with the other financial information included in the interim filings fairly
present in all material respects the financial condition, financial performance and cash flows of
the issuer, as of the date of and for the periods presented in the interim filings.
Date: November 29, 2022
s/ “Robyn Hamilton”
Robyn Hamilton
Chief Financial Officer
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in
Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to
the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting
(ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations
relating to the establishment and maintenance of
i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the
issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded,
processed, summarized and reported within the time periods specified in securities legislation; and
ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge
to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability
of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-
109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other
reports provided under securities legislation.
---
Consolidated Interim Financial Statements
(Expressed in Canadian dollars)
CHATHAM ROCK PHOSPHATE LIMITED
Three and six month periods ended September 30, 2022 and 2021
1
CONTENTS
Notice of No Auditor Review of Consolidated Interim Financial Statements 2
Consolidated Interim Statement of Financial Position 3
Consolidated Interim Statement of Operations and Comprehensive Loss 4
Consolidated Interim Statement of Changes in Equity 5
Consolidated Interim Statement of Cash Flows 6
Notes to the Consolidated Interim Financial Statements 7-32
2
NOTICE OF NO AUDITOR REVIEW OF
CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Under National Instrument 51-102, part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the
condensed consolidated interim financial statements, they must be accompanied by a notice indicating that the
financial statements have not been reviewed by an auditor.
The accompanying unaudited condensed consolidated interim financial statements of Chatham Rock Phosphate
Limited (the “Company”) have been prepared by management and approved by the Audit Committee and Board
of Directors of the Company. They include appropriate accounting principles, judgment and estimates in
accordance with IFRS for interim financial statements.
The Company’s independent auditors have not performed a review of these condensed consolidated interim
financial statements in accordance with the standards established by the Chartered Professional Accountants of
Canada for a review of condensed interim financial statements by an entity’s auditors.
3
CHATHAM ROCK PHOSPHATE LIMITED
Consolidated Interim Statement of Financial Position
(Expressed in Canadian dollars)
(Unaudited)
Sept 30, March 31,
As at Notes
2022 2022
Assets
Current assets:
Cash and cash equivalents
$ 1,473,827 $ 1,367,472
Accounts receivable and other receivables
292,155 19,788
Prepayments
43,837 53,359
1,809,819 1,440,619
Non-current assets:
Other financial assets
16,970 18,472
Property, plant & equipment
20,905 21,495
Mineral property interest
5
6,190,476 6,645,551
6,228,351 6,685,518
Total assets
$ 8,038,170
$ 8,126,137
Liabilities and Shareholders’ Equity
Current liabilities:
Trade and other payables
6
$ 160,772 $ 167,459
Monies received for subscriptions for shares
- 882,069
160,772 1,049,528
Total liabilities
160,772 1,049,528
Shareholders’ equity:
Share capital
7
41,403,103 39,207,687
Warrants reserve
230,186 230,186
Foreign currency translation reserve
(842,623) (262,584)
Employee share option reserve
360,640 371,790
Accumulated deficit
(33,273,908) (32,470,470)
Total shareholders’ equity
7,877,398 7,076,609
Total liabilities and shareholders’ equity
$ 8,038,170
$ 8,126,137
Going concern (note 1)
Commitments and contingencies (note 16)
The accompanying notes form an integral part of these consolidated interim financial statements.
4
CHATHAM ROCK PHOSPHATE LIMITED
Consolidated Interim Statements of Operations and Comprehensive (Loss)/ Income
(Expressed in Canadian dollars)
(Unaudited)
Notes
Three months
ended Sept
30, 2022
Three months
ended Sept
30, 2021
Six months
ended Sept
30, 2022
Six months
ended Sept
30, 2021
Revenue
$ (15) $ 1,328 $ 400 $ 2,646
Finance income 5,108 - 5,108 -
Finance expense 1,592 - - -
Net finance income/(expense)
9 6,700 - 5,108 -
Expenses
General and administrative expenses 10 (400,141) (185,120) (808,389) (347,976)
Expenses (400,141) (185,120) (808,389) (347,976)
Loss before income tax (continuing
operations)
(393,456) (183,792) (802,881) (345,330)
Income tax expense
(557)
-
(557)
-
Net loss for the period from continuing
operations
(394,013) (183,792) (803,438) (345,330)
Other Comprehensive Income
Foreign currency translation** (109,759) 35,307 (580,039) (42,276)
Total comprehensive (loss)/profit for the
period
$ (503,772) $ (148,485) $(1,383,477) $(387,606)
Basic shareholders’ loss per share
(Canadian cents)
$ (0.46)
$ (0.56)
$ (1.03)
$ (0.63)
Diluted shareholders’ loss per share
(Canadian cents)
$ (0.46)
$ (0.56)
$ (1.03)
$ (0.63)
Weighted average number of common
shares outstanding
85,329,287
32,702,508
78,281,883
54,769,065
**Items which can subsequently be reclassified to profit or loss
The accompanying notes form an integral part of these consolidated interim financial statements.
5
CHATHAM ROCK PHOSPHATE LIMITED
Consolidated Interim Statement of Changes in Equity
(Expressed in Canadian dollars, except number of common shares)
(Unaudited)
Number of
common
shares
Number of
warrants
Share capital
Warrants
reserve
Foreign
currency
translation
reserve
Employee
share option
reserve
Accumulated
deficit
Total
Shareholders’
equity
As at April 1, 2021 43,699,154 12,959,360 36,287,979 230,186 (159,150) 214,381 (31,437,069) 5,136,327
Issue of shares, net of costs,
and discretionary warrants 28,282,173 10,374,435 2,531,634 - - - - 2,531,634
Transactions with owners 2,531,634 - - - - 2,531,634
Loss for the period - - - - - - (345,330) (345,330)
Currency Translation Loss - - - - (42,276) - - (42,276)
Total comprehensive income for
the period - - (42,276) - (345,330) (387,606)
As at September 30, 2021 71,931,327 23,333,795 38,819,613 230,186 (201,426) 214,381 (31,782,399) 7,280,355
As at April 1, 2022
71,931,327
23,333,795
39,207,687
230,186
(262,584)
371,790
(32,470,470)
7,076,609
Issue of shares, net of costs,
and discretionary warrants 12,927,960 12,927,960 2,125,046 - - - - 2,125,046
Exercise of options 470,000 - 70,370 - - (11,150) - 59,220
Transactions with owners 2,195,416 - - (11,150) - 2,184,266
Loss for the period - - - - - - (803,438) (803,438)
Currency Translation Loss - - - - (580,039) - - (580,039)
Total comprehensive income for
the period - - (580,039) - (803,438) (1,383,477)
Aa at September 30, 2022
85,329,287
36,261,755
41,403,103
230,186
(842,623)
360,640
(33,273,908)
7,877,398
The accompanying notes form an integral part of these consolidated interim financial statements.
6
CHATHAM ROCK PHOSPHATE LIMITED
Consolidated Interim Statements of Cash flows
(Expressed in Canadian dollars)
(Unaudited)
Notes
Six months
ended
September 30,
2022
Six months
ended
September 30,
2021
Cash flows from operating activities:
Cash received from customers
$ 400 $ 2,646
Cash paid to suppliers
(766,042) (354,797)
Interest paid
- -
Net cash (used in) operating activities
(765,642) (352,121)
Cash flows from investing activities:
Purchase plant and equipment
(266) -
Payments in respect of exploration and evaluation
(57,244) (190,330)
Net cash (used in) investing activities
(57,510) (190,330)
Cash flows from financing activities:
Proceeds from issue of shares and exercise of
options
1,079,894 883,143
Payment share issue costs
(52,707) -
Net cash from financing activities
1,027,187 883,143
Net increase/(decrease) in cash and cash equivalents
204,035 340,662
Cash and cash equivalents, beginning of period
1,367,472 378,868
Effect of foreign exchange rate fluctuations on cash
held
(97,680) (11,861)
Cash and cash equivalents, end of period
$ 1,473,827 $ 707,669
The accompanying notes form an integral part of these consolidated interim financial statements.
CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Interim Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
(Unaudited)
7
1. Nature of business and going concern
Chatham Rock Phosphate Limited (the “Group” or “CRP”) is a development-stage Group incorporated under the
Business Corporations Act (British Columbia) and listed on the Toronto Stock Exchange’s Venture Exchange
(“TSX-V”). The Group is also registered on the overseas company register under the New Zealand Companies
Act 1993 and listed on the New Zealand Stock Exchange (“NZX”). The Group is an FMC reporting entity under
part 7 of the Financial Markets Conduct Act 2013 (New Zealand).
The Group comprises the parent Group and its wholly owned subsidiaries. The financial statements are
presented for the consolidated group.
The acquisition of Avenir Makatea was the first step in the Group’s strategy to build an international phosphate
mining and trading house with a focus on low cadmium, organic phosphate.
The Group’s registered offices are:
• 3200 – 650 West Georgia Street, Vancouver, B.C., Canada V6B 4P7
• Level 1, 93 The Terrace, Wellington 6011, New Zealand
Accordingly, the Group has reporting obligations in both the Canadian and New Zealand jurisdictions.
2. Basis of preparation
(a) Statement of compliance:
These consolidated financial statements have been prepared in accordance with the principles of the
International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards
Board (“IASB”).
(b) Approval of the financial statements:
The consolidated financial statements for the three and six months ended September 30, 2022 were
reviewed by the Audit Committee and approved and authorized for issue by the Board of Directors on
November 29, 2022.
(c) Basis of measurement:
These consolidated financial statements have been prepared on the historical cost basis, utilising the
accrual method of accounting unless otherwise described in the following notes.
(d) Functional and presentation currency:
These consolidated financial statements are presented in Canadian dollars ($) as the Group’s primary listing
is on the Toronto Stock Exchange’s Venture Exchange. The functional currency of the parent company is
Canadian Dollars and the functional currency of Chatham Rock Phosphate (NZ) Limited, a subsidiary
company, is New Zealand dollars (NZD). The functional currency of Avenir Makatea Pty Ltd, a subsidiary
company, is Australian dollars (AUD) and SAS Avenir Makatea, is French Polynesian francs (XPF).
These currencies represent the currency of the primary economic environment of the parent and the
subsidiary, respectively.
CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Interim Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
(Unaudited)
8
2. Basis of preparation (continued)
Currency translation
Transactions in currencies other than the functional currency are recorded at the rate of exchange prevailing
on the date of the transaction. Monetary assets and liabilities are translated at the exchange rate in place on
the reporting date. Non-monetary items that are measured at historical cost in a foreign currency are
translated at the exchange rate on the date of the transaction. Non-monetary assets and liabilities
denominated in foreign currencies that are measured at fair value are retranslated to the functional currency
at the exchange rate at the date the fair value was determined. Foreign currency translation differences are
recognised in profit or loss.
For consolidation purposes, Chatham Rock Phosphate (NZ) Limited is translated into the Group’s
presentation currency of Canadian dollars. Avenir Makatea Pty Ltd and SAS Avenir Makatea are translated
into the Group’s presentation currency of Canadian dollars.
Assets and liabilities are translated using the exchange rate prevailing at the end of the reporting period.
Income and expense items are translated at the average exchange rate for the relevant period. Translation
differences are recognised in other comprehensive income (loss) and are accumulated within equity in the
currency translation reserve.
(e) Significant accounting judgements, estimates and assumptions:
The preparation of the consolidated financial statements requires management to make judgements,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities,
and accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these
assumptions and estimates could result in outcomes that require a material adjustment to the carrying
amount of assets or liabilities affected in future periods.
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting
date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year, are described below. The Group based its assumptions and
estimates on parameters available when the financial statements were prepared. Existing circumstances
and assumptions about future developments, however, may change due to market changes or
circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions
when they occur.
In the process of applying the Group’s accounting policies, management has made the following
judgements, which have the most significant effect on amounts recognised in the consolidated financial
statements:
Share-based payment transactions
The Group measures the cost of equity-settled transactions by reference to the fair value of the equity
instruments at the date at which they are granted. The Company includes an estimate of forfeitures, share
price volatility, expected life of awards, and risk-free interest rates in the calculation of the expense related
to certain long-term employee incentive plans. These estimates are based on previous experience and may
change throughout the life of an incentive plan. Such changes could impact the share-based payments
reserve.
CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Interim Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
(Unaudited)
9
2. Basis of preparation (continued)
Exploration and evaluation costs
Significant judgement is required in determining whether it is likely that future economic benefits will be
derived from the capitalised exploration and evaluation expenditure relating to the Chatham Rise project
and Avenir Makatea’s Exploration research permit. In the judgement of the Directors, at March 31, 2022
exploration activities in each area of interest where amounts remain capitalised have not yet reached a
stage which permits a reasonable assessment of the existence or otherwise of economically recoverable
reserves. Active and significant operations in relation to each of those areas of interest are planned and
nothing has come to the attention of the Directors to indicate future economic benefits will not be achieved.
The Group cannot commence mining operations without the Marine Consent. The Group filed for the
Marine Consent on May 14, 2014 but was declined on February 11, 2015. While the Group considers that it
has a good case to receive the Marine Consent on re- application, there is no guarantee that the Marine
Consent will be granted. If the Marine Consent is not granted or is granted subject to economically
unfeasible conditions, the Group will not be able to proceed with mining operations in respect of the Mining
Permit. The outcome of the re-submission is uncertain.
In respect to the Makatea Phosphate Project on Makatea Island in French Polynesia, the Group requires the
grant of a Mining Concession. In September 2016 Avenir Makatea applied for a mining concession to
mine/rehabilitate previously mined land. The application is being processed under the terms of a new Mining
Code for French Polynesia that was promulgated in January 2020. 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 outcome of the application is also uncertain.
In the event that the mining permit for Chatham Rise and the mining concession for Avenir Makatea is not
granted, the Group will be unable to realize the assets and would require material adjustments to bring the
assets at a carrying value other than those recorded in the financial statements.
Acquisition of Avenir Makatea Phosphate Project
Significant judgement was required in determining whether the acquisition meets the definition of a
business, and therefore within the scope of IFRS 3 Business Combinations, or is instead an asset that do
not constitute a business with the transaction being outside the scope of IFRS 3. Differentiating a business
from an asset acquisition determines the accounting treatment for acquisitions. To arrive at the conclusion,
a detailed analysis of what inputs and processes have been acquired was completed. In order to be a
considered a business, an acquired set of activities and assets must include, as a minimum, an input and a
substantive process. For projects involved solely on exploration and evaluation, such as Avenir Makatea,
the processes in place, while documented, may not qualify under what’s defined as “substantive” as there is
no proven or probable reserve that it can be applied to, there is no organized workforce. The Directors
concluded that the transaction was as an asset acquisition.
CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Interim Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
(Unaudited)
10
2. Basis of preparation (continued)
Exploration and evaluation costs (continued)
An asset acquisition, where consideration paid is in the form of equity instruments, falls within the scope of
IFRS 2 Share-based payment. IFRS 2 has a rebuttable presumption that the fair value of the assets can be
measured reliably, and assets acquired will be measured directly using the fair value of the asset. Given the
nature of the asset and being at an exploration stage, the Directors rebutted this assumption. As provided in
the standard, if the fair value cannot be estimated reliably, the fair value of the asset shall be measured with
reference to the fair value of the equity instruments granted. The fair value of the assets acquired would be
measured at the point the control is obtained. Accordingly, the transaction was measured with reference to
the closing share price of CRP at June 30, 2021, acquisition date.
Going concern
These consolidated financial statements have been prepared on a going concern basis, which assumes that
the Group has the ability and intention to continue operations for a period of at least 12 months from the
date of the approval of the financial statements.
The Group incurred a net loss of $803,438 for the six months ended 30 September 2022 (2021: $345,330
net loss) and as of that date the Group’s current assets exceed its current liabilities by $1,649,047 (2021:
$1,044,690). During the six months the Group had operating cash outflows of $765,642 (2021: $352,121),
investing cash outflows of $57,510 (2021: $190,330), and financing cash inflows of $1,027,187 (2021:
$883,143). The cash balance at the end of the period was $1,473,827 (2021: $707,669).
Using the existing funds the Directors forecast they have sufficient cash to continue to fund operations for at
least 12 months from the date the financial statements are signed. While management do not currently have
committed funding to fund operations beyond this point, it has a history of raising additional funds and
therefore expects to continue to meet its obligations for the foreseeable future.
Management’s cash flow forecasts include the following assumptions:
• The Group continues to manage its corporate costs appropriately within existing available funds.
• The Directors will continue to raise further capital as required by one of a combination of the following:
placement of shares; pro-rata issue to shareholders; and/or further issue of shares to the public.
• Expenditure is scalable such that the Group can continue to operate depending on funding obtained.
This includes continuing to operate for a period of 12 months from the date of the approval of the
financial statements in the event no further funding is obtained during that period.
• The Directors plan to evolve the company from a single project focus into a more diversified company,
principally involving other phosphate assets.
On this basis, the Directors believe that the Group has the ability to generate sufficient funding to continue
operations for at least the next 12 months from the date of authorising the financial statements. Hence, they
consider the use of the going concern basis is appropriate.
CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Interim Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
(Unaudited)
11
2. Basis of preparation (continued)
New accounting standards
(i) New IFRS standards and interpretations adopted
There are no other relevant standards and revisions to standards that have been published and are
mandatory for the Company’s accounting periods beginning on or after 1 April 2022.
(ii) New IFRS standards and interpretations issued but not yet adopted
There are no new standards or interpretations that have been issued and early adopted by the Group that
are applicable to the Group.
3. Significant accounting policies
The accounting policies set out below have been applied consistently for all periods presented in these
consolidated financial statements.
(a) Basis of consolidation:
Business combinations are accounted for using the acquisition method as at the acquisition date, which is
the date on which control is transferred to the Group. Control exists when the Company has power,
exposure to variable returns and the ability to use that power to affect its returns from an entity.
Transactions costs, other than those associated with the issue of debt or equity securities, that the Group
incurs in connection with a business combination are expensed as incurred. Any contingent consideration
payable is measured at fair value at the acquisition date. If the contingent consideration is classified as
equity, then it is not re-measured and settlement is accounted for within equity.
Otherwise, subsequent changes in the fair value of the contingent consideration are recognised in profit or
loss. The Group recognises the fair value of all identifiable assets, liabilities and contingent liabilities of the
acquired business.
Subsidiaries
Subsidiaries are entities controlled by the Group. The financial statements of subsidiaries are included in the
consolidated financial statements from the date that control commences until the date that control ceases.
CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Interim Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
(Unaudited)
12
3. Significant accounting policies (continued)
(a) Basis of consolidation (continued):
Transactions eliminated on consolidation
Intra-group balances are eliminated in preparing the consolidated financial statements.
These consolidated financial statements include the accounts of the Group and its subsidiaries. All inter-
Group transactions and balances are eliminated on consolidation.
Significant subsidiaries of the Group are as follows:
Name Country of Incorporation Effective interest
2022 2021
Chatham Rock Phosphate (NZ) Limited New Zealand 100 100
Avenir Makatea Pty Ltd Australia 100 100
SAS Avenir Makatea French Polynesia 100 100
Manmar Investments One Hundred and
Six (Proprietary) Limited
Namibia 100 100
Pacific Rare Earths Limited New Zealand 100 100
All of the subsidiaries have a March 31 balance date except for Avenir Makatea Pty Ltd and SAS Avenir
Makatea which have a June 30, balance date.
Manmar Investments One Hundred and Six (Proprietary) Limited and Pacific Rare Earths Limited did not
have any transactions during the years ended March 31, 2022 and 2021.
(b) Share capital:
Common shares are classified as equity. Incremental costs directly attributable to the issue of ordinary
shares and share options are recognised as a deduction from equity.
(c) Share purchase warrants:
The Group issues transferrable share purchase warrants as part of their common share capital offering. The
warrants are classified as an equity instrument as it only allows the holder to purchase one common share
at a fixed price and is a non-derivative contract.
The consideration received on the sale of share and share purchase warrant is allocated using the residual
method. The allocated amounts are presented respectively as share capital and warrants reserve account,
within the Statement of Changes in equity.
Any re-measurement adjustment, as a result of a subsequent modification of the terms of warrants, is not
recognised within equity.
CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Interim Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
(Unaudited)
13
3. Significant accounting policies (continued)
(d) Share-based payments:
The Company has a share option plan, under which the fair value of all share-based awards as estimated
using the Black-Scholes Option Pricing Model at the grant date and amortized over the vesting periods. An
individual is classified as an employee when the individual is an employee for legal or tax purposes (direct
employee) or provides services similar to those performed by a direct employee, including directors of the
Company. The amount recognized as an expense is adjusted to reflect the number of awards expected to
vest. The offset is credited to share-based payments reserve.
Upon exercise of the share purchase options, consideration paid together with the amount previously
recognized in share-based payment reserve is recorded as an increase to share capital. Charges for share
purchase options that are forfeited before vesting are reversed from the share-based payments reserves.
For those share purchase options that expire or are forfeited after vesting, the amount previously recorded
in share-based payments reserve is transferred to accumulated deficit.
(e) Impairment:
Non-financial assets other than indefinite life intangibles are tested for impairment whenever events or
changes in circumstances indicate that the carrying amount may not be recoverable.
The Group conducts an annual internal review of asset values, which is used as a source of information to
assess any indicators for impairment. If any impairment exists, an estimate of the asset’s recoverable
amount is calculated. Refer to factors considered in identifying whether the mineral asset may be impaired
in Note 3(f).
An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its
recoverable amount. Recoverable amount is the higher of an assets fair value less costs of disposal and
value in use. Non-financial assets that have suffered an impairment are tested for possible reversal of the
impairment whenever events or changes in circumstances indicate that the impairment may have reversed.
An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a
revalued amount, in which case the impairment loss is treated as a revaluation decrease and to the extent
that the impairment loss is greater than the related revaluation surplus, the excess impairment loss is
recognised in profit or loss. Where an impairment loss subsequently reverses, the carrying amount of the
asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that
the increased carrying amount does not exceed the carrying amount that would have been determined had
no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an
impairment loss is recognised immediately in profit or loss to the extent that it eliminates the impairment loss
which has been recognised for the asset in prior years. Any increase in excess of this amount is treated as a
revaluation increase.
(f) Mineral property interest:
Exploration and evaluation costs, including the costs of applying and acquiring licences, are capitalised as
intangible assets on an area of interest basis. Costs incurred before the Group has obtained the legal rights
to explore an area are recognised in the Statement of Comprehensive Income.
CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Interim Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
(Unaudited)
14
3. Significant accounting policies (continued)
(f) Mineral property interest (continued):
Exploration and evaluation assets are classified as intangible assets and are measured at cost less any
accumulated amortisation and impairment losses. Amortisation will commence once the Group has
commenced mining operations and will be recognised on a unit of production basis.
Exploration and evaluation assets are recognised and carried forward if the rights of the area of interest are
current and either:
(i) The expenditures are expected to be recouped through successful development and exploitation
of the area of interest; or
(ii) Activities in the area of interest have not at the reporting date, reached a stage which permits a
reasonable assessment of the existence or other wise of economically recoverable reserves and
active and significant operations in, or in relation to, the area of interest are continuing.
Ultimate recoupment of costs is dependent on successful development and commercial exploitation or
alternatively sale of respective areas. Costs are written off as soon as an area has been abandoned or
considered to be non-commercial.
Exploration and evaluation assets are assessed for impairment when facts of circumstances suggest that
the carrying amount of the exploration and evaluation assets may exceed its recoverable amount. The
below facts and circumstances indicate that an entity should test exploration and evaluation assets for
impairment (the list is not exhaustive):
(a) the period for which the entity has the right to explore in the specific area has expired during the
period or will expire in the near future and is not expected to be renewed.
(b) substantive expenditure on further exploration for and evaluation of mineral resources in the
specific area is neither budgeted nor planned.
(c) exploration for and evaluation of mineral resources in the specific area have not led to the
discovery of commercially viable quantities of mineral resources and the entity has decided to
discontinue such activities in the specific area.
(d) sufficient data exist to indicate that, although a development in the specific area is likely to
proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in
full from successful development or by sale.
Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of
interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first
tested for impairment and then reclassified from intangible assets to mining property and development
assets within property, plant and equipment.
CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Interim Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
(Unaudited)
15
3. Significant accounting policies (continued)
(g) Finance income and expenses:
Finance income comprises interest income on bank deposits and foreign currency gains that are recognised
in the Statement of Comprehensive Income. Interest income is recognised as it accrues, using the effective
interest method.
Finance expenses comprise interest expense and foreign currency losses, are recognised in the Statement
of Comprehensive Income. All borrowing costs are recognised in the Statement of Comprehensive Income
using the effective interest method.
(h) Income tax:
Income tax expense comprises current and deferred tax. Income tax expense is recognised in the
Statement of Comprehensive Income except to the extent that it relates to items recognised directly in
equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or
substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is
measured at the tax rates that are expected to be applied to the temporary differences when they reverse,
based on the laws that have been enacted or substantively enacted by the reporting date.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available
against which temporary differences can be utilised. Deferred tax assets are reviewed at each reporting
date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
(i) Financial assets:
Financial asset are measured at:
(i) Amortized cost;
(ii) Fair Value in Other Comprehensive Income (“FVOCI”) – debt investment;
(iii) FVOCI – equity investment; and
(iv) Fair Value Through Profit or Loss (“FVTPL”).
The classification depends on the business model in which the financial asset is managed and its
contractual cash flow characteristics. Derivatives embedded in contracts where the host is a financial asset
in the scope of IFRS 9, Financial Instruments, are never separated. Instead, the hybrid financial instrument
as a whole is assessed for classification. The Group does not have any FVOCI instruments.
Financial assets are recognised when the Group becomes a party to the contractual provisions of the
financial instrument. Financial assets are recognised initially at fair value plus transaction costs.
CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Interim Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
(Unaudited)
16
3. Significant accounting policies (continued)
(i) Financial assets (continued)
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire,
or if the Group transfers the financial asset to another party without retaining control or substantial all risks and
rewards of the asset.
A financial asset (unless it is a trade receivable without a significant financing component that is initially
measured at the transaction price) is initially measured at fair value plus, for an item not at FVTPL,
transaction costs that are directly attributable to its acquisition.
The following accounting policies apply to the subsequent measurement of financial assets:
Financial assets at FVTPL These assets are subsequently measured at fair value. Net gains and
losses, including any interest or dividend income, are recognized in
profit or loss.
Financial assets at amortized cost These assets are subsequently measured at amortized cost using the
effective interest method. The amortized cost is reduced by
impairment losses. Interest income, foreign exchange gains and
losses and impairment are recognized in profit or loss. Any gain or loss
on derecognition is recognized in profit or loss.
Impairment of financial assets
IFRS 9 requires the use of forward-looking information to recognise any expected credit losses for financial
instruments. The Group considers a broad range of information when assessing credit risk and measuring
expected credit losses, including past events, current conditions, reasonable and supportable forecasts that
affect the expected collectability of the future cash flows of the instrument. In applying this forward-looking
approach, a distinction is made between:
• financial instruments that have not deteriorated significantly in credit quality since initial recognition or
that have low credit risk (‘Stage 1’) and
• financial instruments that have deteriorated significantly in credit quality since initial recognition and
whose credit risk is not low (‘Stage 2’).
‘Stage 3’ would cover financial assets that have objective evidence of impairment at the reporting date.
‘12-month expected credit losses’ are recognised for the first category (ie Stage 1) while ‘lifetime expected
credit losses’ are recognised for the second category (ie Stage 2). Measurement of the expected credit
losses is determined by a probability-weighted estimate of credit losses over the expected life of the
financial instrument. Receivables are not significant and no expected credit losses are recognized.All
financial assets are subject to review for impairment at least once each reporting date. Accounts receivable
are reviewed for impairment when accounts are past due or when other objective evidence is received that
a specific counterparty will default.
CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Interim Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
(Unaudited)
17
3. Significant accounting policies (continued)
(i) Financial assets (continued)
Measurement of ECLs
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value
of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the
contract and the cash flows that the Company expects to receive). ECLs are discounted at the effective
interest rate of the financial asset.
Credit-impaired financial assets
At each reporting date, the Company assesses whether financial assets carried at amortized cost and debt
securities at FVOCI are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that
have a detrimental impact on the estimated future cash flows of the financial asset have occurred.
Presentation of impairment
Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying
amount of the assets. Impairment losses related to accounts and other receivables are presented
separately in the statement of profit or loss and OCI. Impairment losses on other financial assets are
presented under ‘finance costs’, and not presented separately in the statement of profit or loss and OCI due
to materiality considerations.
(j) Financial liabilities:
Financial liabilities are classified as either financial liabilities at fair value through profit or loss or financial
liabilities at amortized cost.
Financial liabilities
Financial liabilities at amortized cost are initially measured at fair value, net of transaction costs incurred and
subsequently measured at amortized cost. Any difference between the amounts originally received, net of
transaction costs, and the redemption value is recognized in profit or loss over the period to maturity using
the effective interest method.
Financial liabilities are classified as current or non-current based on their maturity dates. The Company has
classified accounts payable and other liabilities as liabilities at amortized cost.
De-recognition of financial liabilities
A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.
CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Interim Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
(Unaudited)
18
3. Significant accounting policies (continued)
(k) Earnings per share:
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is
calculated by dividing the profit or loss attributable to ordinary shareholders of the Group by the weighted
average number of ordinary shares outstanding during the period.
Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the
weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary
shares, which comprise share warrants and options.
(l) Cash and cash equivalents
Cash and cash equivalents in the statement of financial position comprise cash at bank and short-term
deposits with an original maturity of three months or less that are readily convertible to known cash amounts
of cash which are subject to an insignificant risk of changes in value.
For the purposes of the statement of cash flows, cash and cash equivalents consist of cash and cash
equivalents as defined above.
CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Interim Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
(Unaudited)
19
4. Segment reporting
During the period the Group has increased its operations to three business segments (three geographical areas)
- the development of a defined rock phosphate deposit - in New Zealand, French Polynesia, and Australia.
The chief operating decision maker, who is responsible for allocating resources and assessing performance of
the operating segment, has been identified as the Board. The Board manages development activity through
review and approval of contracts and other operational information.
September 30, 2022 New Zealand French
Polynesia
Australia Total
segment
Total sales revenue
Rental income 400 - - 400
Other income - - - -
Total revenue and
other income
400
-
-
400
Segment result (291,599) (129,183) (382,656) (803,438)
Loss/gain before
income tax expense
(291,599)
(129,183)
(382,656)
(803,438)
Assets
Total current assets 1,688,766 90,282 30,771 1,809,819
Total non-current
assets
4,291,451
1,936,498
402
6,228,351
Total assets 5,980,217 2,026,780 31,173 8,038,170
In the comparative financial period, the business was a single reportable operating segment, being the
development of a defined rock phosphate deposit on the Chatham Rise.
CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Interim Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
(Unaudited)
20
5. Mineral property interest
September 30, March 31,
2022 2022
Chatham Rise project $ 4,263,950 $ 4,709,165
Makatea phosphate project 1,926,526 1,936,386
Mineral property interests $ 6,190,476 $ 6,645,551
(a) Exploration and evaluation on Chatham Rise Project
September 30, March 31,
2022 2022
Opening balance $ 4,709,165 $ 4,691,425
Exploration costs capitalised 26,755 71,751
Foreign exchange fluctuation (471,970) (54,011)
Net book value $ 4,263,950 $ 4,709,165
Cost $ 18,956,848 $ 21,038,667
Impairment (14,692,898) (16,329,502)
Net book value $ 4,263,950 $ 4,709,165
The recoverability of the carrying amounts of exploration and evaluation assets is dependent on the Group
gaining a Marine Consent for the project to be commercially successful. Commitments and tenure of the permit
is included in Note 17.
The Group holds Minerals Mining Permit 55549 which was granted on December 6, 2013. The Minerals Mining
Permit covers 820 sq km within the MPL 50270 area. The Mining Permit is for twenty-three months (expiry 2033)
and subject to the granting of a Marine Consent from the Environmental Protection Authority (“EPA”), will allow
the Group to conduct mining operations. The relinquishment of MPL 50270 has no impact on the mining permit
and the proposed mining programme.
On February 11, 2015, the Group was refused Marine Consent by an Independent Decision-Making Committee
(DMC) convened by the Environmental Protection Authority (EPA), New Zealand’s environmental regulator on
grounds which the Group disputes. Subsequently, the Directors impaired the carrying value of the capitalised
costs to represent their best estimate of the recoverability as the Group reconsiders the re-submission of the
Marine Consent with the EPA.
On August 23, 2021 the Group applied for a change of conditions in the permit to further defer the minimum
work programme commitments. All work commitments have been met to date (Note 16).
CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Interim Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
(Unaudited)
21
5. Mineral property interest (continued)
(a) Exploration and evaluation on Chatham Rise Project (continued)
The Group has considered whether there are any facts or circumstances that would indicate that the mineral
property interest should be assessed for impairment, and we noted the following:
• The Group’s tenure to the mining permit over the area is current and is not to expire in the near future;
• Substantive expenditure on further exploration for and evaluation of mineral resources is still planned;
• Relevant studies suggest that the phosphate within the area remains commercially viable and once the
exploitation begins the carrying amount of the asset is likely to be recovered.
The above factors have been unchanged and concluded that no further impairment is required (2021: no
impairment).
(b) In September 2012, the Group applied for five prospecting licences offshore Namibia. The prospecting
regime is currently subject to a moratorium. It remains the intention of the Directors to pursue these
licences.
(c) Acquisition of Makatea Phosphate Project
September 30, March 31,
2022 2022
Opening balance/(Acquisition cost) $ 1,936,386 $ 1,853,725
Capitalised acquisition costs - 778,584
Foreign exchange fluctuation (9,860) 4,077
Net book value $ 1,926,526 $ 1,936,386
On June 30, 2021, CRP acquired the Makatea Phosphate Project through the acquisition of 100% of the shares
of an Australian private company, Avenir Makatea Pty Limited. Avenir Makatea, through its wholly owned French
Polynesian subsidiary, SAS Avenir Makatea (SAS) holds the exploration research permit (ERP) to explore for
phosphate on the French Polynesian island of Makatea (the “Makatea Phosphate Project”).
The Makatea Phosphate Project is a combined rehabilitation and phosphate mining project located on Makatea
Island approximately 240km northeast of Tahiti, French Polynesia. It covers an area of 1,035 ha (10.36 km2).
The island is a well-known source of phosphate and was previously mined from 1908 to 1966.
CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Interim Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
(Unaudited)
22
6. Trade other payables
September 30, March 31,
2022 2022
Trade and other payables due to related parties $ 19,374 $ 7,613
Other trade payables 68,447 28,562
Accrued expenses 72,951 131,284
$ 160,772 $ 167,459
7. Share capital
(a) Authorised:
The Group's share capital consists of an unlimited number of common shares without par value.
The holders of ordinary shares are entitled to receive dividends and are entitled to one vote per share at
meetings of the Group, to the extent to which they have been paid up. All shares rank equally with regard to
the Group’s residual assets.
(b) Issued and outstanding:
Number
of shares Amount
Balance, April, 1, 2021 43,699,154 36,287,979
Issued during the year:
Shares issued net of costs 28,232,173 2,919,708
Balance, March 31, 2022 71,931,327 $ 39,207,687
Issued during the six months:
Shares issued net of costs 12,927,960 2,125,046
Exercise of options 470,000 70,370
Balance, September 30, 2022 85,329,287 $ 41,403,103
On April 8, 2022, the Company closed a non-brokered private placement of 12,927,960 units at a price of
CAD $0.17 per Unit (NZ$0.195) for gross proceeds of CAD $2,197,752 (NZD $2,520,952). 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 three (3) years from the date of issuance.
On May 30, 2022, 320,000 options at $0.13 cents each were exercised and on September14, 2022,
150,000 options at $0.13 cents each were exercised.
CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Interim Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
(Unaudited)
23
7. Share capital (continued)
(c) Warrants:
Original Grant Date
Modified Grant Date Original Expiry Date Modified Expiry Date
December 27, 2017 February 18, 2019 December 27, 2019 December 27, 2022
January 24, 2018 February 18, 2019 January 24, 2020 January 24, 2023
December 13, 2018 February 18, 2019 December 13, 2020 December 13, 2023
August 25, 2018 February 18, 2019 August 25, 2020 August 25, 2023
Expiry Date Exercise
prices
Balance
March 31,
2022
Issued Exercised Expired/
cancelled/
forfeited
Balance
September
30, 2022
Dec 27, 2022 $0.45 442,293 - - - 442,293
Jan 24, 2023 $0.45 486,368 - - - 486,368
Dec 13, 2023 $0.45 1,172,885 - - - 1,172,885
Aug 25, 2023 $0.45 381,780 - - - 381,780
Mar 26, 2024 $0.45 1,756,663 - - - 1,756,663
Apr 23, 2024 $0.45 676,026 - - - 676,026
Dec 23, 2024 $0.45 647,631 - - - 647,631
May 05, 2025 $0.45 5,029,820 - - - 5,029,820
Sep 23, 2025 $0.45 2,365,894 - - - 2,365,894
Jul 19, 2026 $0.45 3,173,435 - - - 3,173,435
Sep 09, 2026 $0.45 7,201,000 - - - 7,201,000
Apr 08, 2025 $0.45 - 12,927,960 - - 12,927,960
23,333,795 12,927,960 - - 36,261,755
Weighted average
exercise price
$0.45
-
-
-
$0.45
Weighted average
remaining life (years)
3.40
-
-
-
2.77
On April 8, 2022 as part of a non-brokered private placement, the Company issued 12,927,960 non-
transferable share purchase warrants. Each warrant entitles the holder to purchase one common share at a
price of CAD$0.45 per share any time prior to April 8, 2025.
CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Interim Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
(Unaudited)
24
7. Share capital (continued)
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$0.71) 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.
Using the residual approach, the warrants issued in July and September 2021 were valued at $nil. These
are deemed Level 3 fair values as the warrants’ value made using a valuation technique that require inputs
i.e. fair value of shares, which is significant to the overall fair value measurement.
(d) On February 18, 2019 the Company announced that all issued 2017 warrants would be reduced in price
from CAD $1.00 per common share to CAD $0.45 per share and that it was going to extend the expiry date
from two years to five years from the date of issuance. None of the 2017 warrants have to date be
exercised.
It also announced that the September 2018 and August 2018 options were both to be extended to five years
from the date of issuance. None of the September 2018 or August 2018 warrant have to date been
exercised.
The warrant terms were changed in order to ensure that they can be exercised after the achievement of key
future milestones including the grant of the environmental permit and the commencement of the dredging
operations.
8. Share based payments
(a) Recognised share-based payment expenses
The purpose of the share-based payments is to reward key consultants and cornerstone investors in a
manner that aligns remuneration with the creation of shareholder wealth. As the Company’s activities have
been predominantly developing an already defined mineral deposit, shareholder wealth is dependent, for the
foreseeable future, on development success rather than an improvement in the Company’s earnings.
The Company grants share purchase options pursuant to the policies of the TSX-Venture Exchange with
respect to eligible persons, exercise price, maximum term, vesting, maximum options per person and
termination of eligible person status. These are treated as equity-settled share-based payments.
CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Interim Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
(Unaudited)
25
8. Share based payments (continued)
(b) Stock options
The Company has a stock option plan under which options to purchase shares in the company may be
granted to officers, directors, employees and consultants. The Board of Directors has approved a policy of
reserving up to 10% of the outstanding common shares for issuance to eligible participants. All stock options
have a maximum term of ten years and the vesting period for each grant is determined at the discretion of
the Board of Directors.
On October 20, 2021 the Company granted 2,400,000 share options under the share option plan of May 8,
2018. The options which expire on October 20, 2026 are exercisable at $0.13 per share. The options fully
vested on October 20, 2021.
The share-based payment expense of $159,703 was estimated using the Black-Scholes Option Pricing
model assuming a risk- free rate of 1.29%, a volatility of 65%, an expected dividend rate of nil and an
expected life of 5 years. The shares in the Company traded at CAD$0.122 on the grant date.
No further options were granted during the year ended March 31, 2022 (2021: nil).
The continuity of outstanding share based options for the year ended March 31, 2022, is as follows:
Expiry Date Exercise
prices
Balance
March 31
2022
Issued Exercised Expired/
cancelled/
forfeited
Balance
September
30, 2022
May 8, 2023 $0.29 1,310,000 - - - 1,310,000
October 8, 2029 $0.11 500,000 - - - 500,000
October 20, 2026 $0.13 2,400,000 - (470,000) - 1,930,000
4,210,000 - (470,000) - 3,740,000
Weighted average
exercise price
$0.18
-
-
-
$0.18
Weighted average
remaining life (years)
3.84
-
-
-
3.24
(c) On May 30, 2022, 320,000 options at $0.13 cents each were exercised and on September 14, 2022,
150,000 options at $0.13 cents each were exercised.
(d) Equity-settled transactions
The acquisition of Avenir Makatea Phosphate project during the prior year is considered an equity-settled
transaction and accounted for accordingly. Refer to Notes 2 and 5 (c) for details.
CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Interim Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
(Unaudited)
26
9. Finance income and expenses
Three months
ended Sept
30, 2022
Three months
ended Sept
30, 2021
Six months
ended Sept
30, 2022
Six months
ended Sept
30, 2021
Interest received 701 - 701 -
Net foreign exchange gains 4,407 - 4,407 -
Finance income 5,108 - 5,108 -
Net foreign exchange losses 1,592 - - -
Finance expense 1,592 - - -
Net finance income and expenses 6,700 - 5,108 -
10. General and administrative expenses
The following items of expenditure are included in administrative expenses:
Three months
ended Sept
30, 2022
Three months
ended Sept
30, 2021
Six months
ended Sept
30, 2022
Six months
ended Sept
30, 2021
Accountancy fees $ 26,286 $ 7,675 $ 28,130 $ 7,675
Consultancy fees 53,028 16,650 149,286 80,112
Directors’ fees 3,359 - 6,967 -
Employee benefits 70,319 - 100,530 -
Insurance (83) 6251 679 12,500
Legal fees 25,362 39,141 65,048 66,169
Management fees 24,510 15,948 79,753 31,759
Marketing 1,249 51,676 71,248 74,671
Registry fees 4,078 3,633 9,882 6,122
Rent 4,894 4,873 17,105 9,704
Share-based payments - - - -
Travel 23,648 6,126 41,065 9,941
Refer to Note 15 for discussion on consultancy fees, which are charged by related parties.
CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Interim Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
(Unaudited)
27
11. Depreciation and amortisation
Depreciation and amortisation included in the profit and loss is as follows:
Three months
ended Sept
30, 2022
Three months
ended Sept
30, 2021
Six months
ended Sept
30, 2022
Six months
ended Sept
30, 2021
Depreciation plant and equipment 238 - 1,830 -
238 - 1,830 -
12. Financial instruments
Exposure to credit, market, foreign currency, equity prices and liquidity risks arise in the normal course of the
Group’s business.
Credit risk:
The Group incurs credit risk from financial instruments when a counter party fails to meet its contractual
obligations. Credit risk arises on cash and other receivables. The Group does not have a significant
concentration of credit risk with any single party.
Market risk:
Market risk is that changes in market prices, such as foreign exchange rates and interest rates will affect the
Group’s income or the value of it’s holding of financial instruments. The objective of market risk management is
to manage and control market risk exposures within acceptable parameters, while optimising the return.
Foreign currency risk:
The Group has transactional currency exposure arising from corporate costs which are denominated in New
Zealand dollars (NZD) and Australian dollars (AUD) and investing costs which are denominated in French
Polynesian Francs (XPF). The Group does not undertake any hedging activities.
The Group owns a fixed life intangible asst in French Polynesia and is exposed to foreign currency risk arising
from various currency exposures to the Canadian dollar.
The Board approved the policy of holding certain funds in Canadian dollars to manage foreign exchange risk.
CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Interim Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
(Unaudited)
28
13. Financial instruments (continued)
The Group’s exposure to foreign exchange risk at the reporting date was as follows:
September 30, 2022
NZD
AUD
XPF
Financial assets:
Cash and cash equivalents $ 443,004
$ 22,650
$ 85,795
Accounts receivable and other receivables 4,425
8,121
4,486
Financial liabilities:
Trade and other payables $ 39,188
$ 101,503
$ 18,990
At the reporting date, if the currencies set out in the table above, strengthened or weakened against the
Canadian dollar by the percentage shown, with all other variables held constant, net profit for the year would
increase/(decrease) and net assets would increase/(decrease) by:
September 30, 2022
NZD
AUD
XPF
Impact on post tax profit
Exchange rate +10% $ 40,824
$ (7,073)
$ 7,129
Exchange rate -10% (40,824)
7,073
(7,129)
Impact on Equity
Exchange rate +10% $ 40,824
$ (7,073)
$ 7,129
Exchange rate -10% (40,824)
7,073
(7,129)
Management believes the risk exposures as at the reporting date are representative of the risk exposure
inherent in the financial instruments. A movement of +/– 10% is selected because a review of recent exchange
rate movements and economic data suggests this range is reasonable.
Interest rate risk:
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market interest rates.
The Group’s cash and cash equivalents attract interest at floating rates and have maturities of 90 days or less.
The interest is typical of New Zealand banking rates, which are at present historically low; however, the Group’s
conservative investment strategy mitigates the risk of deterioration to capital invested. A change of 100 basis
points in the interest rate would not be material to the consolidated financial statements.
CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Interim Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
(Unaudited)
29
13. Financial instruments (continued)
Liquidity risk:
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The
Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity
to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable
losses or risking damage to the Group’s reputation.
Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has built an
appropriate liquidity risk framework for the management of the Group’s short, medium and longer terms funding
and liquidity management requirements. The Group manages liquidity risk by maintaining adequate cash
balances through monitoring of future rolling cash flow forecasts of its operations and equity raising, which
reflect management’s expectations of the settlement of financial assets and liabilities.
The only financial liabilities are trade and other payables. At September 30, 2022, the Group had $160,772
(March 31, 2022: $167,459) in trade and other payables including accrued liabilities. Trade payables are non-
interest bearing and have a contractual maturity of less than 30 days.
(a) Financial assets and liabilities:
As at September 30, 2022, the carrying and fair values of our financial instruments by category are as
follows:
Amortised
cost
Fair value
through
profit and
loss
Total
carrying
amount
Less than 1
year
1 to 3
years
$ $ $ $ $
Financial assets
Cash and cash
equivalent
1,473,827
- 1,473,827 1,473,827 -
Other financial assets
16,970 - 16,970 16,970 -
Total financial assets
1,490,797 - 1,490,797 1,490,797 -
Financial liabilities
Trade and other
payables
160,772 - 160,772 160,772 -
Total financial
liabilities
160,772 - 160,772 160,772 -
CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Interim Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
(Unaudited)
30
13. Financial instruments (continued)
(b) Fair value:
All financial instruments measured at fair value are categorized into one of three hierarchy levels, described
below, for disclosure purposes. Each level is based on the transparency of the inputs used to measure the
fair values of assets and liabilities:
• Level 1 - Values based on unadjusted quoted prices in active markets that are accessible at the
measurement date for identical assets and liabilities.
• Level 2 - Values based on quoted prices in markets that are not active or model inputs that are
observable either directly or indirectly for substantially the full contractual term of the asset or
liability.
• Level 3 - Values based on prices or valuation techniques that require inputs that are both
unobservable and significant to the overall fair value measurement.
The carrying values of cash and cash equivalents, accounts receivable and accounts payable and accrued
liabilities approximate their respective fair values due to the short-term nature of these instruments. The
carrying value of the bank term loan approximates its fair value due to the existence of floating market-
based interest rates.
The Group has no financial assets or liabilities included in Level 1, 2 or 3 of the fair value hierarchy.
14. Capital management
The Group defines the capital that it manages as its shareholder equity.
The Group’s objectives with respect to managing capital are to safeguard the Group’s ability to continue as a
going concern so that it can provide future returns to shareholders and benefits for other stakeholders.
The Group’s capital structure reflects a Group focused on mineral exploration and financing both internal and
external growth opportunities. The exploration for and development of mineral deposits involves significant risk
which even a combination of careful evaluation, experience and knowledge may not adequately mitigate.
In order to maintain or adjust its capital structure, the Group may issue new shares or sell assets to fund
ongoing operations.
The Group manages its capital structure by performing the following:
• Preparing budgets and cash-flow forecasts which are reviewed and approved by the Board of Directors;
• Regular internal reporting and Board of Directors meetings to review actual versus budgeted spending and
cash-flows; and
• Detailed project analysis to assess and determine new funding requirements.
There were no changes in the Group’s approach to capital management during the period. The Group is not
subject to externally imposed capital requirements.
CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Interim Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
(Unaudited)
31
15. Related party transactions
(a) Balances receivable and payable:
The amounts due to related parties and included in accounts payable, are non-interest bearing, unsecured
and due on demand, and comprise the following:
September 30, March 31,
2022 2022
Due to directors $ 19,374 $ 7,613
$ 19,374 $ 7,613
(b) Key management personnel:
Key management personnel includes the consulting and management fees paid and/or accrued to the
Group’s senior officers and directors as follows:
Three months
ended Sept
30, 2022
Three months
ended Sept
30, 2021
Six months
ended Sept
30, 2022
Six months
ended Sept
30, 2021
Consultancy fees $ 7,779 $ 11,420 $ 14,415 $ 11,420
Management fees 24,511 15,948 79,754 31,759
Employee benefits 29,571 - 29,571 -
$ 61,861 $ 27,368 $ 123,740 $ 43,179
16. Commitments and contingencies
Licence work commitments:
The Group has the following indicative expenditure commitments at balance date (being minimum work
requirements under its minerals mining permit and minerals prospecting licence). The Company is dependent on
certain factors to be able to meet these minimum work requirements. They are set out in Note 1.
2022 2021
NZD NZD
Within one year $ - $ -
After one year but not more than five years $ 6,000,000 $ 6,000,000
$ 6,000,000 $ 6,000,000
CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Interim Financial Statements
(Expressed in Canadian dollars, unless otherwise stated)
(Unaudited)
32
16. Commitments and contingencies (continued)
Minerals Mining Permit 55549
The Minerals Mining Permit was granted on December 6, 2013. On November 7, 2019 the Company was
granted a change of conditions in the permit to defer the minimum work programme commitments. During the
year the Company applied for a further deferral of the minimum work program to align the hurdles with an
expected realistic timeline for preparation of a new marine consent application. To date all minimum work
commitments have been completed.
The minimum work programme includes:
Within 96 months of the commencement date of the permit, the permit holder shall:
• Complete and submit a sufficiently detailed engineering study and feasibility study, which (without
limitation) is at the level of detail to reach a decision-to-mine milestone; and
• Submit a detailed timeline for the construction/refit of a selected vessel including (without limitation) the
detail timing of the commissioning and mobilisation to the Chatham Rise; and
• Complete and submit a marine operations risk review report that includes (without limitation) a HAZID
Risk Assessment Matrix, risk review of on-board processing and risk review of planned and unplanned
maintenance in various weather scenarios; and
• Either commit by notice in writing to the Chief Executive to carry out the work programme obligations
set out for the following 24 months and to commence production within 60 months of the
commencement date of the permit or surrender the permit.
Within 120 months of the commencement date of the permit, the permit holder must spend on average $2 million
per annum completing appropriate sampling, geophysical and geotechnical surveys and data analysis (without
limitation) in respect of the mining blocks identified for the first five years of production. For the remainder of the
term the Company must spend $2 million per annum on carrying out further specified work programme
commitments.
In addition to those disclosed above, there are other specific work programme commitments under the permit
which applies only once the Group enters the production stage.
As the Group has not yet obtained a marine consent, the Group has been unable to carry out certain aspects of
their minimum work programme. Similar to previous years, management’s intention is to apply for a change in
conditions from New Zealand Petroleum and Minerals which would generally result in the due date of the
conditions being deferred.
17. Subsequent events
There were no other material subsequent events up to the date of this report.
---
Chatham Rock Phosphate MD&A Report for September 30, 2022 Page 1
CHATHAM ROCK PHOSPHATE LIMITED (“CRP”)
MANAGEMENT’S DISCUSSION & ANALYSIS
FOR THE THREE & SIX MONTH PERIODS ENDED SEPTEMBER 30, 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 30
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 and rare earths mining and trading house with a particular 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 $10 million since the Marine Consent was declined in
February 2015. During this period, the market capitalisation has recovered from $2.4 million to a
peak of $32 million and is presently around $11.5 million on the TSX.V and $15.3 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,
2025. This would lead to an expected grant date of Q3, 2026 and eventual production in late 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 Rock Phosphate MD&A Report for September 30, 2022 Page 2
Subsequently there have been a number of other rare earths developments, outlined most
recently in an announcement in October 2022.
Chatham recently applied for an exploration area in western Queensland identified as having
significant accumulations of selenium.
On the Chatham Rise the Company’s 820 km2 granted Mining Permit contains significant
quantities of rare earth elements (REE) and other strategically valuable minerals. As reported in
2018 we established a separate corporate entity (Pacific Rare Earths Limited – PRE) to develop
the extraction technology to monetise these valuable resources.
All Chatham REE activities in New Zealand and Australia are now taking place under through PRE,
including the scoping study for concentration of Total Rare Earth Oxides (TREO) from our
Queensland Korella phosphate areas.
Three Rare Earth Oxides, yttrium, neodymium, and dysprosium, described as critical minerals and
Heavy Rare Earth Elements, are found in abundance at Korella as well as Chatham Rise.
The Australia based rare earths and selenium projects are truly nation-building initiatives where
Chatham intends to play a leading part.
Our REE Resources – Australia
• According to an independent report filed with the ASX in 2009, Korella Mine has an inferred
yttrium JORC resource of 4.2 million tonnes at 746 g Y/tonne (i.e., 0.96 kg Y2O3/t)
• Neodymium and dysprosium were also identified at that time in both overlying sediments
and the phosphate.
• Recent portable XRF analyses has shown the pervasiveness of both yttrium and neodymium
in the Korella phosphate.
• Analysis of Korella phosphate samples has confirmed the presence of dysprosium and
anomalous concentrations of gadolinium and samarium.
• Korella phosphate is the major host of the HREE.
We will be progressively expanding the current sampling and testing program for Korella and Korella
South to quantify resources, including the overlying duricrust and regolith.
Our REE Resources – New Zealand
Rare Earths in phosphate
A study of marine phosphate nodules by the United States Geological Survey reveals significant
quantities of REE 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 other valuable minerals
including nickel, cobalt, chromium, vanadium, zirconium, fluorine and strontium. Collectively
these minerals, if they can be efficiently extracted, represent an immensely strategic asset for
New Zealand and could significantly improve the already attractive forecast project economics
based on sale of phosphate.
Chatham Rock Phosphate MD&A Report for September 30, 2022 Page 3
The contained value may be released onshore (if extraction proves feasible and economically
viable) without any change to the proposed mining system, and any additional environmental
impacts in the Project area.
Rare Earths in Seafloor Muds
We have also previously confirmed significant rare earths and other valuable minerals in the
seafloor muds in our permit area, including cerium, lanthanum, neodymium, praseodymium,
yttrium, cobalt, rubidium, cesium, germanium, gallium, strontium, thallium and tungsten.
The primary challenge is the extraction process, and the processing technology required to viably
separate these minerals. In addition, recovering rare earths from muds will involve a new marine
mining system, and therefore will be separate 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 a decade ago.
The current knowledge confirms that REEs occur over a wide area and estimates of the size of the
potential deposits while conceptual, are potentially significant.
As a result of the extremely favourable preliminary research, CRP continues to develop a deeper
understanding of the extraction and recovery potential of the minerals.
Biomining of Rare Earth Elements
Earlier this month CRP advised research progress regarding extraction of rare earth elements from
phosphate minerals by Pacific Rare Earths.
Chatham’s Australian company, Avenir Makatea Pty Ltd commissioned the CSIRO work program.
Following encouraging results from stage 1 of culturing microbes potentially suitable for
biomining, CSIRO will do more testing as part of an overall program to evaluate bioleaching to
extract rare earth elements.
The first step was the enrichment of natural microbes in three geologic horizons within Korella,
Korella North and Korella South sites in NW Queensland.
Under controlled lab conditions, the native microbes were cultured and have demonstrated three
orders of magnitude cell growth (i.e., from 106-107 to 109-1010 cells per mL) over four days.
Additional subculturing of the cultures further enriched native microbes.
Subject to continued success for the balance of the preparatory phase, CRP will commit to longer
duration bioleaching tests.
REE Processing and Enrichment Technology Advance
PRE recently engaged a third party to undertake sensor-based ore sorting of Korella phosphate
testing to most effectively aid in REE enrichment.
Chatham Rock Phosphate MD&A Report for September 30, 2022 Page 4
Initial testing of a 75kg sample of overlying silicious sediments and phosphate showed sensor-
based (density criteria) ore sorting was highly effective in separating phosphate from waste.
A one tonne sample of phosphate sent for pilot plant testing has shown particularly positive
results.
Chatham engaged TOMRA Sorting to establish if their sensor-based sorting systems were capable
of sorting Korella phosphate ore from waste material to improve the already relatively high-grade
direct shipping ore.
The test work demonstrated Korella phosphate could be upgraded from a nominal feed of 30%
P₂O₅ to a product in the range of 35% to 38% P₂O₅ at acceptable recovery rates.
Korella’s low cadmium phosphate in the range of 35% to 38% P₂O₅ is higher grade than most
internationally traded rock phosphate (which is presently quoted at $US 320/t ex Casablanca) and
is particularly suitable for use by European fertilizer producers which previously depended on
Russian supplies of high-quality phosphate.
In addition, work is now underway to characterise the high silica waste rock from the ore sorting
to establish its suitability as a source of plant available silica and as a feed stock to produce yellow
phosphorus.
Marketing
The PRE target markets involve the sale of TREO with 50% heavy rare earths content to emerging
Australian processors and potentially to Japan, South Korea, USA, Europe and/or Scandinavia.
Progress Report on our Rock Phosphate Projects
As previous detailed in numerous announcements since December 2020, Chatham has
transformed from a single project company facing an uncertain and expensive permitting hurdle
to a rapidly expanding group of projects much closer to generating operating cash flows with
prospects further boosted by phosphate prices at 10-year highs.
The acquisition of Avenir Makatea was the first step in the Company’s strategy to build an
international phosphate mining and trading house with a focus on low cadmium, organic
phosphate.
The Makatea Project in French Polynesia is planned to produce 250,000 tpa with an expected start
date of 2024.
The second step was the proposed acquisition of the fully permitted Korella phosphate mine in
Queensland, Australia with its ability to generate immediate positive cash flows.
The third step was the application for an exploration permit over a substantial area adjacent to
the Korella phosphate mine to potentially increase phosphate reserves and associated rare
earths. The 196 sq km area to the south of the Korella mine is called Korella South.
The fourth step, announced in January 2022, was the decision to take another value-adding step
to its phosphate production with planned manufacturing of Monocalcium Phosphate (MCP). The
MCP plant is planned to produce 30,000 tpa of MCP starting in 2025.
The fifth step, announced in May 2022 was the announcement concerning the commencement
of a scoping study into a stand-alone 5Mtpa phosphate/fertilizer export facility in the Port of
Chatham Rock Phosphate MD&A Report for September 30, 2022 Page 5
Townsville (Korella Terminal) with a complementary 2Mtpa phosphate export mine at Korella
South.
The sixth phosphate-related new project concerned Korella North, announced last month when
the application for phosphate exploration area designated EPMA 28589 (Korella North) was
accepted by the Queensland Department of Resources (QDR). Korella North (EPMA 28589) covers
an area of 6 square kilometres that contains a near surface phosphate deposit.
The area was exhaustively explored in 2007 and 2008 with soil sampling, trenching and drilling to
prove the presence of outcropping phosphate of the Beetle Creek Formation along a strike length
of approximately 1.5 kilometres. The formation is highly suitable for simple open cut mining.
Limited additional drilling and analysis within EPMA 28589 will enable a JORC-compliant resource
estimate for phosphate and rare earth elements (REE) to be reported and transition to a Mining
Lease to take place within a short time frame.
In summary, Chatham now has seven phosphate related initiatives underway and further
additions are envisaged.
The existing phosphate projects are:
1. Chatham Rise marine project in New Zealand, planned production rate 1.5 Mtpa from
2028
2. Avenir Makatea – onshore phosphate mine/rehabilitation project, planned production
rate 250,000 tpa
3. Korella Mine – production rate 250,000 tpa if the acquisition proceeds
4. Korella South – 2 Mtpa export focussed mine
5. Korella North – 250,000 tpa production rate aimed at the domestic phosphate market
6. Korella Terminals – 5Mtpa phosphate export facility to be established at the Port of
Townsville. 2Mtpa rail loading facility located adjacent Korella North.
7. Korella MCP- Cloncurry based monocalcium phosphate manufacturing plant expected to
produce 30,000 tpa of MCP starting in 2025.
These projects already had attractive operating margins well before the recent surge in phosphate
prices. Further, all the phosphate deposits concerned are ultra-low in cadmium, a food safety
attribute already essential in Europe and likely to become a universal requirement. Ultra-low
cadmium rock phosphate is relatively rare and will over time become an increasingly valuable and
strategic resource.
Summary of the Queensland based permits:
Permit Number Minerals of Interest Location
EPM 28187 Phosphate
Rare Earths
Phosphate Hill
Queensland
EPM28589 Phosphate
Rare Earths
Phosphate Hill
Queensland
EPM28606 Selenium Tambo
Queensland
Chatham Rock Phosphate MD&A Report for September 30, 2022 Page 6
Contents
INTRODUCTION ............................................................................................................................................. 7
CORPORATE HISTORY AND NATURE OF THE BUSINESS ................................................................................ 7
BOARD OF DIRECTORS ................................................................................................................................... 9
CAPITAL TRANSACTIONS AND SIGNIFICANT EVENTS .................................................................................... 9
Capital Transactions .................................................................................................................................. 9
Significant Events ....................................................................................................................................... 9
CHATHAM ROCK PROJECT AND EXPLORATION ........................................................................................... 11
AVENIR MAKATEA PHOSPHATE PROJECT .................................................................................................... 16
FINANCIAL COMMENTARY .......................................................................................................................... 17
Selected Annual Information ................................................................................................................... 17
Summary of Quarterly Results ................................................................................................................ 17
Significant Expenses of a Corporate Nature ............................................................................................ 17
Liquidity and Capital Resources ............................................................................................................... 18
Related Party Transactions ...................................................................................................................... 18
SUBSEQUENT EVENTS .................................................................................................................................. 18
Use of Financial Instruments ................................................................................................................... 19
Contractual Obligations and Commitments ............................................................................................ 19
Off-Balance Sheet Arrangements and Contingent Liabilities .................................................................. 19
Critical Accounting Policies and Estimates .............................................................................................. 19
Mineral Properties ................................................................................................................................... 19
OUTLOOK ..................................................................................................................................................... 20
RISKS, UNCERTAINTIES AND OTHER ISSUES ................................................................................................ 20
Risk Factors .............................................................................................................................................. 20
SUPPLEMENTAL TO THE FINANCIAL STATEMENTS ..................................................................................... 29
Outstanding Share and Option Data ....................................................................................................... 29
FORWARD-LOOKING STATEMENTS ............................................................................................................ 30
Chatham Rock Phosphate MD&A Report for September 30, 2022 Page 7
INTRODUCTION
This discussion and analysis of the operating results and financial condition of Chatham Rock Phosphate
Limited (“Chatham Rock”, or the “Company”) for the three & six month periods ended September 30,
2022, as prepared on November 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 September 30, 2022 Page 8
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
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 September 30, 2022 Page 9
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 September 30, 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 September 30, 2022 Page 10
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 Chatham Rise 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 Chatham Rise 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 September 30, 2022 Page 11
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 September 30, 2022 Page 12
Chatham holds Mining Permit Number 55549 which was granted to Chatham (NZ) in December 2013
(“Mining Permit”). The Mining Permit is not due to expire until 2033 and, subject to the granting of a
Marine Consent from the Environmental Protection Authority (“EPA”), will allow Chatham (NZ) to
conduct mining operations.
Chatham previously held a Prospecting Licence (MPL 50270) which originally expired on February 25, 2014.
An application for an extension of a term for a further four years was submitted to New Zealand Petroleum
and Minerals (“NZPAM”) in December 2013 and the licence was successfully renewed in August 2016, for
a further 6 years from February 2014 to February 2020. At that time the licence area was reduced from
3,905 square kilometres to 2,876 square kilometres. On 29 August 2019 this prospecting permit was
relinquished six months prior to the end of its term. This has no impact on the mining permit and the
proposed mining programme.
A summary of these licence holdings and applications in shown at the table below.
Chatham NZ based Licence Holding
Asset Holder Interest (%) Status
Licence
Expiry Area (km
2
)
MP 55549
Mining Permit
Chatham
(NZ)
100 Exploration Dec. 5, 2033 820
Geology and Mineralization
Location of the Chatham Rise Project
New Zealand
Chatham Rock Phosphate MD&A Report for September 30, 2022 Page 13
The phosphorite deposit occurs as a thin surficial seafloor layer of phosphorite-bearing glauconitic sand
with thicknesses typically ranging from 0 to 1 m, at depths of 350 to 450 m below sea level. The sand layer
consists of mainly silt and sand-sized sediments, with phosphatised chalk nodules up to 15 cm in diameter.
Exploration
Phosphorite nodules were first discovered on the Chatham Rise in the 1950s by a New Zealand
Government survey. During the 1960s to 1980s several private and government sponsored cruises
explored the Chatham Rise and surrounding seafloor area. The most extensive surveys were conducted
by an agreement between the New Zealand Department of Scientific and Industrial Research and the West
German Government on cruises by the German research vessels R.V. Valdivia in 1978 and R.V. Sonne in
1981.
The 1978 R.V. Valdivia cruise was the first intensive sampling and research campaign to be conducted over
the Chatham Rise; a total of 655 samples from 689 attempts were collected over a 300 km
2
area in the
west of the Project area. The majority of the samples were collected using a large Van Veen-style grab of
0.12 m
3
volume, weighing approximately 400 kg.
The 1981 R.V. Sonne cruise was the most comprehensive exploration effort to assess the Chatham Rise
phosphorite deposit. In addition to oceanographic, meteorological and geophysical data, the cruise
collected 19 hours of video recordings of the sea floor as well as 519 sediment samples taken by a
pneumatic grab-sampler. The seafloor sediment samples collected during this cruise are the most
representative sample data collected on the Chatham Rise and are considered to be of a high enough
quality to include in a resource estimation.
Since acquiring the licence in 2010, Chatham (NZ) has conducted six cruises in two programs in the 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/
Chatham Rock Phosphate MD&A Report for September 30, 2022 Page 14
m
2
) was then calculated by dividing Ph kg/ m
2
by the estimated Depth for each block.
A total of 80 million m
2
at an average grade of 290 kg/ m
2
is classified as a global Inferred Mineral Resource
at a cut-off grade of 100 kg/ m
2
(table below). There are no resources classified in indicated or measured
categories. As the Chatham Rise phosphorite resource is classified entirely as an Inferred Mineral Resource
it does not constitute a mineral reserve and so does not have demonstrated economic viability. The
specification of the phosphorite (i.e. the phosphate content) has been studied by various operators
including Chatham (NZ), and, even though a representative average grade cannot be determined for the
Mineral Resource, the tenor of the specification (in the order of 18-19% P2O5 of screened material) is
suitable to allow classification into the Inferred Mineral Resource category.
The average thickness of the resource is 0.20 m.
Statement of Mineral Resources (phosphorite) for Mining Permit 55549, Chatham Rise. Estimates are
rounded to reflect the level of confidence in these resources at the present time.
Classification Volume (m
3
) Thickness (cm) Ph kg/m
3
Inferred
Mineral
Resource
80,000,000 20 290
Notes:
1. The Mineral Resource is reported in accordance with CIM NI 43-101, 2011 edition
2. The Mineral Resource is contained within MP 55549
3. All resources have been rounded to the nearest 0.1 million tonnes
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
Chatham Rock Phosphate MD&A Report for September 30, 2022 Page 15
phosphorite. Increasing the confidence in the current Mineral Resource by additional sampling will give
Chatham (NZ) the grade and geological confidence in the phosphorite deposit to allow them to further
develop mining plans and economic studies.
Outlook
Chatham (NZ) continues to progress the Chatham Rise Project towards mining whilst also examining other
high quality phosphate projects featuring strong grades, meaningful size, mining-friendly locales near
significant markets.
Chatham (NZ) remains confident that its phosphate deposit places it in a strong position globally to deliver
an essential ingredient to the agriculture industry, where the demand for food remains a growth market
in turbulent economic times. Despite challenging market conditions, Chatham (NZ) considers that the
ongoing volatility in the major phosphate producing regions (Middle East and North Africa) supports its
conviction in the importance of executing well-planned, efficient exploration and development program
designed to advance this high-quality phosphate project; and to pursue other high –quality projects within
our area of expertise.
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 September 30, 2022 Page 16
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 September 30, 2022 Page 17
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 June 30, 2022 are as follows:
2023 2022 2021
$000s Q2 Q1 Q4 Q3 Q2 Q1 Q4 Q3
Cash 1,474 1,930 1,367 672 708 333 379 49
Working capital 1,971 2,076 391 688 1,045 244 432 68
Total assets 8,038 8,554 8,126 7,108 7,717 6,475 5,222 5,098
Profit/(Loss) for period (393) (409) (272) (415) (184) (162) (223) (104)
Profit/(Loss) per share (cents) (0.0046) (0.0054) (0.0012)
(0.0058)
(0.0056) (0.0037) (0.0056) (0.0031)
Mineral Project expenditures * (27) (13) (1) (1) (69) (1) (17) (22)
Cash flow from financing (net) 1,027 1,014 878 251 806 74 492 94
Weighted average shares
(millions)
85 75 63 72 33 44 35 33
*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 three months ended September 30, 2022 the Group recorded a net loss before income taxes of
$393,000 (2021: net loss of $184,000).
Significant expense categories (apart from accumulated exploration write-offs and provisions) for the
three month period are discussed below:
Chatham Rock Phosphate MD&A Report for September 30, 2022 Page 18
Expenditure
2023
Note
2022
General and administration 200 1 57
Depreciation 1 -
Employee Wages & benefits 70 -
Directors Fees 3 -
Audit fees - -
Legal fees 25 39
Consulting fees 53 17
Registry, Filing and Listing 23 14
Marketing 1 52
Share-based payment - -
Travel and accommodation 24 6
Total 400 185
Note:
1. General and Administration costs includes management fees $16,000 (2021: $59,000),
accounting services $28,000 (2021: $11,000), insurance $10,000 (2021: $6,000) and other New
Zealand and Australian office costs.
Liquidity and Capital Resources
The Company’s cash position as at September 30, 2022 was $1,474,000. Trade and other payables total
$161,000.
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 $62,000 for the period (2021: $27,000) and are
set out in detail in the financial statements at Note 15.
Depending on the nature of the services and costs, certain amounts have been capitalised to intangible
assets as they are directly attributable to the Chatham Rise Project.
SUBSEQUENT EVENTS
There were no other material subsequent events up to the date of this report.
Chatham Rock Phosphate MD&A Report for September 30, 2022 Page 19
Use of Financial Instruments
For the period ended September 30, 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 September 30, 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 16.
Off-Balance Sheet Arrangements and Contingent Liabilities
The Company has no off-balance sheet arrangements.
Critical Accounting Policies and Estimates
Preparing financial statements requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of any contingent assets and liabilities as at
the date of the financial statements, as well as the reported amounts of revenues earned, and expenses
incurred during the period. These estimates are based on historical experience and other assumptions that
are believed to be reasonable under the circumstances.
The Company’s significant accounting policies are those that affect its financial statements and are
summarized in Note 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
Chatham Rock Phosphate MD&A Report for September 30, 2022 Page 20
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, 20265 and eventual production in late 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.
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
Chatham Rock Phosphate MD&A Report for September 30, 2022 Page 21
decision-making process will typically be completed within a nine-month period, however, there
is provision for timeframes to be extended in certain circumstances. Any delay in the Marine
Consent decision-making process could delay the entering into of a mining contract and the
commencement of mining operations and production, which could have a material adverse effect
on the financial condition, operations, and prospects of Chatham (NZ).
b. Uncertainty Relating to Mineral Resources
Resource estimates are a product of the skill, experience and judgements of the person carrying
out the resource estimation and no assurances can be given that the estimated grade and tonnes
will be realized or that Chatham (NZ) will receive the prices assumed in determining its resources.
Valid estimates made at a given time may significantly change when new information becomes
available. While Chatham (NZ) believes that the resource estimates included in this Document are
reasonable, resource estimates by their nature are imprecise and depend on the quality of the
sampling data and to a certain extent, upon statistical inferences that may ultimately prove
unreliable.
All of Chatham (NZ)'s resources are reported as Inferred Mineral Resources. Inferred Mineral
Resources have a great deal of uncertainty associated with them as to their existence (both
quantity and ultimately recovered grade). Generally, Inferred Mineral Resources cannot form the
basis of a feasibility study or bankable feasibility study. Owing to the nature of Chatham (NZ)'s
phosphate deposit, and its accessibility, it is not guaranteed that the deposit will ever be converted
to the measured and indicated resource categories. As such, there can be no assurance that third
parties will find Chatham (NZ)'s resource categorization acceptable for future funding purposes or
capital investment decisions, which could have a material adverse effect on the financial condition,
operations, and prospects of Chatham (NZ).
c. Mining Contract and Mining Process Risk
The technical ability of Chatham (NZ) to extract phosphorite from the seabed is unproven and will
require the development of a novel mining technique in order to accommodate the depth of the
sea in the Chatham Rise area. Therefore, there are no assurances that the proposed mining
method will perform at the necessary water depths as intended or at all.
d. Requirement for Future Funding
Chatham (NZ) is likely to require access to further funding in the future and prior to
commencement of production for a variety of reasons, including working capital, expansion of the
business, new developments relating to existing operations or new acquisitions. General market
conditions, volatile phosphorite markets, the lack of any necessary permit or contract to mine, a
claim against Chatham (NZ) or other factors may make it difficult to secure funding. There is no
assurance that Chatham (NZ) will be successful in obtaining required funding as and 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
Chatham Rock Phosphate MD&A Report for September 30, 2022 Page 22
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
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.
Chatham Rock Phosphate MD&A Report for September 30, 2022 Page 23
g. Mining Contract and Mining Process Risk
The technical ability of Chatham (NZ) to extract phosphorite from the seabed is unproven and will
require the development of a novel mining technique in order to accommodate the depth of the
sea in the Chatham Rise area. Chatham (NZ) intends to use a vessel that is specially modified and
equipped with a trailing suction unit. Whilst this solution relies on existing, proven technology,
the compilation of those techniques is novel and the use of the process in its proposed form and
at the depths of the Chatham Rise area is untried and may require further work. Therefore, there
are no assurances that the proposed mining method will perform at the necessary water depths
as intended or at all.
Modification of a vessel for such purpose will only take place if Chatham (NZ) is granted the Marine
Consent and enters into a mining contract. There can be no assurance that Chatham (NZ) will be
able to enter into such a contract on acceptable terms, nor at all, and the failure to do so could
delay the development of Chatham (NZ)'s project, alter Chatham (NZ)'s mining cost assumptions
and impair the ability of Chatham (NZ) to carry out future fund raises. Whilst the Directors believe
that there is competition for the award of the mining contract on competitive terms, there is no
certainty that any alternative contractors to Boskalis would be able to use the design work
completed by Boskalis, nor that any alternative contractor would be able to provide an
independently engineered processing solution on a timely basis and at a similar anticipated cost.
Work on funding strategies for vessel modification or charter is currently being considered by
Chatham (NZ). The present idea (in conjunction with project leader Boskalis) is to establish a
special purpose vehicle to own the vessel and to fund the modifications by way of a combination
of debt and equity. A consortium of investors would be sought by Boskalis to contribute equity.
There is a risk that the required funding may not be secured at all or on terms unfavourable to
Chatham (NZ), the special purpose vehicle, or the mining operator. Subject to finalization of the
financing strategy, Chatham Rock may need to contribute equity into the special purpose vehicle
which may require that Chatham Rock secures further funds. It is not Chatham Rock's intention to
make a significant equity contribution. It is also possible, however, that the vessel could be owned
by a third party marine investor and chartered.
h. Intellectual Property Risk
In addition to the above, while the proposed mining system comprises a compilation of existing
technology, freedom-to-operate searches have not been undertaken. There is a remote possibility
that some intellectual property rights associated with the mining system design could be
proprietary to other parties. This could require licensing arrangements to be negotiated with such
parties or alternative designs to be developed (where any such proprietary rights exist). There can
be no assurance that such licensing arrangements will be negotiated on terms favourable or
acceptable to Chatham (NZ) or at all.
i.
Production Risks
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.
Chatham Rock Phosphate MD&A Report for September 30, 2022 Page 24
In recent years, a New Zealand company called Rocket Lab has commenced launching satellites
from the Mahia Peninsula, about 500 km west of the project area. There is a risk that jettisoned
rocket components could damage the dredging vessel and/or impede the phosphate recovery
operations.
Chatham (NZ) has no operating history upon which to base estimates of future cash flow. Chatham
(NZ)'s estimates of resources and cash operating costs are, to a large extent, based upon
geological, engineering and market analyses. Estimates of capital and operating costs are
necessarily preliminary at this stage of Chatham (NZ)'s development. It is possible that actual costs
and economic returns may differ materially from Chatham (NZ)'s best estimates. It is not unusual
in the mining industry for new mining operations to experience unexpected problems during the
pre-production phase, take much longer than originally anticipated to bring into a producing
phase, and to require more capital than anticipated.
j. Changes in Law and Policy
The laws, regulations, and authorities governing Chatham (NZ) and its operations may change and
may result in additional material expenditures or time delays. Exploration and mining permits may
be susceptible to revision or cancellation by new laws or changes in direction by the government
of the day. In addition, the Exclusive Economic Zone and Continental Shelf (Environmental Effects)
Act 2012 has in recent years been subject to varying and conflicting interpretation by the Courts
which is expected to be resolved by a recent application by another marine mining project. Until
then there will continue to be uncertainty as to its interpretation or application.
Whilst the Directors believe that the Government and population of New Zealand generally
support the development of natural resources in the manner contemplated by Chatham (NZ),
there is no assurance that future political and economic conditions will not result in the adoption
of different policies or attitudes affecting ownership of assets, land tenure and mineral
concessions, taxation, royalties, environmental protection, labour relations and return of capital.
This may affect Chatham (NZ)'s ability to undertake exploration, development and mining activities
on its projects.
k. Regulatory Compliance Risks
Chatham (NZ)'s future expected mining operations and exploration activities, as well as the
transportation and handling of any products mined, are or will be subject to extensive regulations
and laws. Such regulations relate to production, development, exploration, exports, imports, taxes
and royalties, labour standards, occupational health, waste disposal, protection and remediation
of the environment, decommissioning and reclamation, toxic substances, transportation safety
and emergency response, and other matters. Compliance with such regulations and laws increases
the costs of Chatham (NZ)'s operations.
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
Chatham Rock Phosphate MD&A Report for September 30, 2022 Page 25
regulations and anticipates the need for even greater resources if production is commenced.
Because legal requirements are subject to change and to interpretation, Chatham (NZ) is unable
to predict the ultimate cost of compliance with these requirements or their effect on operations.
Furthermore, future changes in governments, regulations and policies, such as those affecting
Chatham (NZ)'s mining operations and phosphorite transport, could materially and adversely
affect Chatham (NZ)'s results of operations and financial condition in a particular period or its long-
term business prospects.
Failure to comply with applicable laws, regulations and permitting requirements may result in
enforcement actions. These actions may result in orders issued by regulatory or judicial authorities
causing operations to cease or be curtailed, and may include corrective measures requiring capital
expenditures, installation of additional equipment or remedial actions. Chatham (NZ) may be
required to compensate others who suffer loss or damage by reason of its activities and may have
civil or criminal fines or penalties imposed for violations of applicable laws or regulations.
l. Reliance on Key Equipment
The ability of Chatham (NZ) to extract the phosphorite from the seabed will be dependent on
unique mining equipment, including a specialized vessel and trailing suction unit. Should this
unique equipment become unavailable once commissioned, Chatham (NZ) will likely have no
alternative access to its Mineral Resource. The equipment may become temporarily or
permanently unavailable to Chatham (NZ) due to factors beyond Chatham (NZ)'s control, including
adverse weather conditions, labour stoppages, rocket strike, technical failures, government
regulations, failure to secure any necessary intellectual property licenses or decisions of the
equipment operator. The unavailability of such equipment could have a material adverse effect
on the financial condition, operations, and prospects of Chatham (NZ).
m. Phosphate Demand and Pricing
The profitability of Chatham Rock's group operations, and its ordinary Share price, will be highly
dependent upon the market price of phosphate rock. Chatham (NZ)’s net earnings and operating
cash flow will be closely related and sensitive to fluctuations in the long- and short-term market
price of phosphorite. Commodity prices fluctuate widely and are affected by numerous factors
beyond the control of Chatham (NZ). The world supply of and demand for fertilizers and the
stability of exchange rates can all cause significant fluctuations in prices. These factors cannot be
accurately predicted. The price of fertilizers has fluctuated widely in recent years and future price
declines could cause commercial production to be impracticable, which could have a material
adverse effect on the financial condition, operations, and prospects of Chatham (NZ).
n. Reliance on Key Personnel
Chatham (NZ)'s success will largely depend on the efforts and abilities of certain senior officers
and key personnel. Chatham (NZ) is committed to providing attractive working conditions to 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
Chatham Rock Phosphate MD&A Report for September 30, 2022 Page 26
particular need for scientific and communications expertise as it pursues the Marine Consent. If
granted, those needs will reduce and there will be increased need for engineering and sales and
marketing capabilities. There can be no assurance that additional personnel with such capabilities,
fit for Chatham (NZ)'s purpose, will be secured.
o. Property Title Risk
The Mining Permit covers an offshore area in the EEZ of New Zealand. The Mining Permit and
Marine Consent (if issued) can be considered utilization rights to that offshore area. These rights
may be subject to defects or challenges. If such defects or challenges cover a material portion of
Chatham (NZ)'s offshore area, they could materially and adversely affect Chatham (NZ)'s reported
Mineral Resources or its long-term business prospects. As well, any prolonged challenge to
Chatham (NZ)'s rights could result in substantial delays in its development timetable, which could
have a material adverse effect on the financial condition, operations, and prospects of Chatham
(NZ). Ambiguity can arise in the interpretation of mining legislation regulations, permits and
policy, including whether or not conditions have or have not been satisfied (either at the time of
satisfaction or subsequent thereto). For example, the precise form of study that is required to be
delivered in support of a decision to mine and in satisfaction of Mining Permit is not subject to any
further detailed guidance or definition. Interpretations, whether at the relevant time or
subsequent thereto, could result in claims or losses that have a material adverse impact on the
business, operations, assets or prospects of Chatham (NZ).
Maori customary rights, as well as requirements to consult with Maori under applicable New
Zealand law, are relevant to Chatham (NZ)'s rights. Managing relations with local Maori
communities is a matter of paramount importance to Chatham (NZ). Notwithstanding that Maori
interests do not carry with them a form of "veto" or similar right in relation to the Mining Permit
or the potential grant of the Marine Consent, there can be no assurance that customary rights
claims, as well as related consultation issues, will not arise on or with respect to Chatham (NZ)'s
rights and impact on Chatham (NZ)'s exploration, development and mining activities, which could
have a material adverse effect on the financial condition, operations, and prospects of Chatham
(NZ).
p. Environmental Risk
Chatham (NZ)'s New Zealand projects are subject to New Zealand environmental laws. These laws
include laws generally applying to the protection of the environment, as well as specific regulation
relating to areas in which Chatham operates. Exploration and mining projects can cause a variety
of environmental impacts and Chatham (NZ) is conscious of a number of potential impacts in
respect of its proposed mining operations, including:
impact on fish stocks on the Chatham Rise;
pollution risks from the vessel (e.g. oil spills);
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 Rock Phosphate MD&A Report for September 30, 2022 Page 27
Chatham (NZ) intends to carry out its operations in compliance with all applicable environmental
laws and in compliance with any conditions imposed upon it, as well as in a responsible manner.
In the event that Chatham (NZ) does not operate in compliance with all applicable laws and
conditions there is a risk that the Mining Permit and/or Marine Consent, if granted, could be
forfeited or other adverse consequences could arise.
q. NGO Risk
Mining companies are often the target of actions by non-governmental organizations and
environmental groups in the countries in which they operate. Such organizations and groups may
take actions that are illegal, unauthorized or dangerous, without the support of government, to
disrupt commercial operations. There can be no guarantee that any future action will not be taken
by any non-governmental organization or environmental group to disrupt Chatham (NZ)'s mining
operations. They may also apply pressure to local, regional and national government officials, or
local iwi groups, to take actions that are adverse to Chatham (NZ)'s operations. Such actions could
have an adverse effect on Chatham (NZ)'s ability to produce and sell its products, which could have
a material adverse effect on the financial condition, operations, and prospects of Chatham (NZ).
r. Profitability and Operating History
Chatham (NZ) has no history or earning revenue or profits and no assurance can be given by
Chatham (NZ) that it will have future revenues or profits, since these are dependent on the future
development and success of any mining operation. Chatham (NZ) has no history of mining
operations and is in a pre-revenue stage of development. As such, Chatham (NZ) is subject to
many risks common to such enterprises, including under-capitalization, cash shortages, limitations
with respect to personnel, financial and other resources and the lack of revenue. There is no
assurance that Chatham (NZ) will be successful in achieving a return on Shareholders' investment.
s. Competition and Customer Strength
The fertilizer and mining industries are intensely competitive in all phases of exploration,
development and production. Competition in the mining industry is primarily for properties that
can be developed and produced economically; technical and commercial expertise; and capital.
Many competitors not only explore for and mine phosphate rock but conduct beneficiation and
marketing operations on a global basis. Such competition may result in embedded relationships
with customers that make it difficult for Chatham (NZ) to negotiate offtake or other supply
arrangements. As well, many potential phosphate customers are better capitalized than Chatham
(NZ) and may engage in tactical order delays and other behaviour that could cause Chatham (NZ)
to suffer cash flow difficulties and induce it to execute transactions that do not 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
Chatham Rock Phosphate MD&A Report for September 30, 2022 Page 28
such a conflict will abstain from voting for or against the approval of such participation or of its
terms. In appropriate cases Chatham (NZ) will establish a special committee of independent
directors to review a matter in which one or more directors or officers may have a conflict.
From time to time, Chatham (NZ), together with other companies, may be involved in a joint
venture opportunity where several companies participate in the acquisition, exploration and
development of natural resource properties, thereby permitting Chatham (NZ) to be involved in a
greater number of larger projects with an associated reduction of financial exposure in any given
project. Chatham (NZ) may also assign all or a portion of its interest in a particular project to any
of these companies due to the financial position of the other Company or companies.
In accordance with the laws of the province of British Columbia, the directors are required to act
honestly and in good faith with a view to furthering the best interest of Chatham (NZ). In
determining whether or not Chatham (NZ) will participate in a particular program or transaction
and the terms of such participation, the directors will primarily consider the potential benefits to
Chatham (NZ), the degree of risk to which Chatham (NZ) may be exposed and its financial position
at that time. Other than as indicated, Chatham (NZ) has no procedures or mechanisms to deal
with conflicts of interest.
u. Dependence on General Economic Conditions
The operating and financial performance of Chatham (NZ) is influenced by a variety of general
economic and business conditions, including levels of consumer spending, inflation, interest rates
and exchange rates, access to debt and capital markets, and government fiscal, monetary and
regulatory policies. Prolonged deterioration in general economic conditions, including an increase
in interest rates or a decrease in consumer and business demand, could have a material adverse
effect on Chatham (NZ)'s business and financial condition.
v. Exchange Rates
Chatham (NZ) is exposed to movements in exchange rates. Chatham (NZ)'s historical (New
Zealand) financial statements are expressed and maintained in New Zealand dollars. Exchange
rate movements between New Zealand and other countries may impact the profit and loss account
or assets and liabilities of Chatham (NZ), to the extent the foreign exchange rate risk is not hedged
or not appropriately hedged.
w. Insurance Risk
Although Chatham (NZ) may obtain insurance to cover some of these risks and hazards in amounts
it believes to be reasonable, such insurance may not provide adequate coverage in the 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
Chatham Rock Phosphate MD&A Report for September 30, 2022 Page 29
amount of any future dividends of Chatham (NZ) are subject to the discretion of the Shareholders
or, in the case of interim dividends to the discretion of the directors, and will depend upon,
amongst other things, Chatham (NZ)'s earnings, financial position, cash requirements, availability
of profits, as well as provisions for relevant laws or generally accepted accounting principles from
time to time.
Under New Zealand law the board of directors may declare dividends from time to time from
distributable profits provided that the board of directors first resolves and certifies that following
the dividend being paid, Chatham (NZ) will satisfy the solvency test under the Companies Act 1993.
This solvency test requires that the board of directors believes on reasonable grounds that
Chatham (NZ) will be able to meet its debts as they fall due and that its assets exceed liabilities,
including contingent liabilities.
y. Taxation
The tax rules, including stamp duty provisions and their interpretation, relating to an investment
in Chatham (NZ) may change during the life of Chatham Rise project. The levels of, and reliefs
from, taxation may also change and vary in respect of a given investor's circumstances.
z. Dual Regulation
Chatham Rock’s New Zealand subsidiary, Chatham Rock Phosphate (NZ) Limited is primarily
regulated by the Companies Act 1993. As a company listed on the NZX, Chatham Rock has the
Toronto Venture Exchange as its home exchange, with a copy of each document filed in Canada,
to also be filed with the NZX.
SUPPLEMENTAL TO THE FINANCIAL STATEMENTS
Outstanding Share and Option Data
Chatham Rock’s shares trade on the TSX Venture Exchange (ticker code NZP), the New Zealand Exchange
(ticker code CRP) and the Frankfurt Stock Exchange (ticker code 3GRE). The Company is authorized to issue
an unlimited number of common shares without par value.
On April 8, 2022, the Company closed a non-brokered private placement of 12,927,960 units at a price of
CAD $0.17 per Unit (NZ$0.195) for gross proceeds of CAD$2,197,753 (NZ$2,520,952). 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 three (3) 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.
On May 30, 2022, 320,000 options at $0.13 cents each were exercised and on June 14, 2022, 150,000
options at $0.13 cents each were exercised.
As at September 30, 2022, 85,329,287 shares were issued and outstanding.
Chatham Rock Phosphate MD&A Report for September 30, 2022 Page 30
FORWARD-LOOKING STATEMENTS
These audited consolidated financial statements and this Management’s Discussion and Analysis, contains
certain “Forward-Looking Statements” that are prospective and reflect management’s expectations
regarding Chatham Rock Phosphate Limited’s (“Chatham Rock” or “Company”) future growth, results of
operations, performance and business prospects and opportunities. Forward-looking information can
often be identified by forward-looking words such as “anticipate”, “believe”, “expect”, “goal”, “plan”,
“intend”, “estimate”, “may” and “will” or similar words suggesting future outcomes, or other expectations,
beliefs, plans, objectives, assumptions, intentions or statements about future events or performance.
All statements, other than statements of historical fact, included herein, including without limitation,
statements regarding potential mineralization and reserves, estimates of future production, unit costs,
costs of capital projects and timing of commencement of operations, exploration results and future plans
and objectives of the Company are forward-looking statements that involve various risks and uncertainties.
There can be no assurance that such statements will prove to be accurate, and actual results and future
events could differ materially from those anticipated in such statements.
Important factors that could cause actual results to differ materially from Company’s expectations are
disclosed in its documents filed from time to time with the TSX Venture Exchange and other regulatory
authorities and include, but are not limited to, failure to establish estimated resources and reserves, the
grade and recovery of ore to be mined varying from estimates, capital and operating costs varying
significantly from estimates, delays in obtaining or failure to obtain required governmental, environmental
or other project approvals, inflation, changes in exchange rates, fluctuations in commodity prices, delays
in the development of projects and other factors.
Shareholders and prospective investors should be aware that these statements are subject to known and
unknown risks, uncertainties and other factors that could cause actual results to differ materially from
those suggested by the forward-looking statements. Readers are cautioned not to place undue reliance on
forward-looking information. By its nature, forward-looking information involves numerous 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.
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.