Chatham Clarifies Independence of Board Director

NEWS RELEASE 22- 26 December 15, 2022




CHATHAM CLARIFIES INDEPENDENCE OF BOARD DIRECTOR

WELLINGTON New Zealand – As a result of a review by the British Columbia Securities Commission,
Chatham Rock Phosphate Limited (TSXV: “NZP” and NZX: “Chatham” or the “Company") is issuing the
following press release to clarify our disclosure. Specifically, the Company wishes to address the non-
independent status of the Company’s director, Linda Sanders, and to address errors made in disclosing
Ms. Sanders non-independence in the Information Circulars filed in connection with the Company’s
Annual General Meetings held from 2017 to 2022 inclusive. The Information Circulars for those
meetings inadvertently described Ms. Sanders as being an independent director of the Board and an
independent member of the Company’s Audit Committee. This disclosure was incorrect.

Ms. Sanders and Chris Castle, the Company’s Chief Executive Officer, are a de facto couple and have
been together for 38 years. Accordingly, Ms. Sanders is not “independent” within the meaning of
National Instrument 52-110 (Audit Committees). The disclosure error is found only in the Company’s
annual Information Circulars for the years stated above and the error has not been repeated in any
other public disclosure record of the Company.

The Company is a “venture issuer” under National Instrument 51-102 (Continuous Disclosure
Obligations). Under the provisions of National Instrument 51-110 (Audit Committees), a venture
issuer’s Audit Committee may be comprised of a majority of independent directors. Therefore, even
though Ms. Sanders is not independent, the Company’s Audit Committee remains validly constituted
as the other two members of the committee, Jill Hatchwell and Ryan Wong, are independent.

The Company will ensure that the disclosure in its Information Circulars for future Annual General
Meetings will contain correct information with respect to Ms. Sander’s status as a non-independent
director.
For further information please contact:
Chris Castle,
President and Chief Executive Officer
Chatham Rock Phosphate Limited
64 21 55 81 85 or chris@crpl.co.nz


Neither the Exchange, its Regulation Service Provider (as that term is defined under the policies of the Exchange),
or NZX Limited has in any way passed upon the merits of the Transaction and associated transactions, and has
neither approved nor disapproved of the contents of this press release.