Chatham 2023 Shareholder Meeting Documents

Chatham Rock Phosphate Limited

STOCK OPTION PLAN
Dated Effective: October 13, 2023
1. PURPOSE OF THE PLAN
The Company hereby establishes a stock option plan for directors, senior officers, Employees,
Consultants, Consultant Company or Management Company Employees (as such terms are defined
below) of the Company and its subsidiaries, or an Eligible Charitable Organization (collectively
“Eligible Persons”), to be known as the “Stock Option Plan” (the “Plan”). The purpose of the Plan
is to give to Eligible Persons, as additional compensation, the opportunity to participate in the success
of the Company by granting to such individuals options, exercisable over periods of up to ten years,
as determined by the board of directors of the Company, to buy shares of the Company at a price
equal to the Market Price prevailing on the date the option is granted less applicable discount, if any,
permitted by the policies of the Exchange and approved by the Board.
2. DEFINITIONS
In this Plan, the following terms shall have the following meanings:
“Associate” means an “Associate” as defined in the TSXV Policies.
“Board” means the Board of Directors of the Company.
“Change of Control” means the acquisition by any person or by any person and all Joint Actors,
whether directly or indirectly, of voting securities (as defined in the Securities Act) of the Company,
which, when added to all other voting securities of the Company at the time held by such person or
by such person and a Joint Actor, totals for the first time not less than fifty percent (50%) of the
outstanding voting securities of the Company or the votes attached to those securities are sufficient,
if exercised, to elect a majority of the Board of Directors of the Company.
“Company” means Chatham Rock Phosphate Limited and its successors.
“Consultant” means a “Consultant” as defined in the TSXV Policies.
“Consultant Company” means a “Consultant Company” as defined in the TSXV Policies.
“Disability” means any disability with respect to an Optionee which the Board, in its sole and
unfettered discretion, considers likely to prevent permanently the Optionee from:
(a) being employed or engaged by the Company, its subsidiaries or another employer, in
a position the same as or similar to that in which he was last employed or engaged by
the Company or its subsidiaries; or
(b) acting as a director or officer of the Company or its subsidiaries.

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“Discounted Market Price” of Shares means, if the Shares are listed only on the TSX Venture
Exchange, the Market Price less the maximum discount permitted under the TSXV Policy applicable
to Options.
“Eligible Charitable Organization” means an “Eligible Charitable Organization” as defined in
the TSXV Policies.
“Eligible Persons” has the meaning given to that term in section 1 hereof.
“Employee” means an “Employee” as defined in the TSXV Policy 4.4.
“Exchange” means the TSX Venture Exchange and, if applicable, any other stock exchange on which
the Shares are listed.
“Exchange Hold Period” means a four-month resale restriction imposed by TSXV Policies.
“Expiry Date” means the date set by the Board under subsection 3.1 of the Plan, as the last date on
which an Option may be exercised.
“Grant Date” means the date specified in the Option Agreement as the date on which an Option is
granted.
“Insider” means an “Insider” as defined in the British Columbia Securities Act.
“Investor Relations Activities” means “Investor Relations Activities” as defined in the TSXV
Policies.
“Investor Relations Service Provider” includes any Consultant that performs Investor Relations
Activities and any Director, Officer, Employee or Management Company Employee whose role and
duties primarily consist of Investor Relations Activities, as defined in TSXV Policy 4.4.
“Joint Actor” has the meaning defined in National Instrument 62-103, The Early Warning System
and Related Take-Over Bid and Insider Reporting Issues.
“Management Company Employee” means a “Management Company Employee” as defined in the
TSXV Policies.
“Market Price” of Shares at any Grant Date means the last closing price per Share on the trading day
immediately preceding the day on which the Company announces the grant of the Option or, if the
grant is not announced, “Market Price” of Shares means the last closing price on the stock exchange,
or, on the Grant Date, if the Shares are not listed on any stock exchange, the price per Share on the
over-the-counter market determined by dividing the aggregate sale price of the Shares sold by the
total number of such Shares sold on the applicable market for the last day prior to the Grant Date.
“Option” means an option to purchase Shares granted pursuant to this Plan.
“Option Agreement” means an agreement, in the form attached hereto as Schedule “A”, whereby
the Company grants to an Optionee an Option.

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“Optionee” means each Eligible Person granted an Option pursuant to this Plan and their heirs,
executors, and administrators.
“Option Price” means the price per Share specified in an Option Agreement, adjusted from time to
time in accordance with the provisions of section 5.
“Option Shares” means the aggregate number of Shares which an Optionee may purchase under an
Option.
“Plan” means this Stock Option Plan.
“Shares” means the common shares in the capital of the Company as constituted on the Grant Date
provided that, in the event of any adjustment pursuant to section 5, “Shares” shall thereafter mean the
shares or other property resulting from the events giving rise to the adjustment.
“Securities Act” means the Securities Act, R.S.B.C. 1996, c.418, as amended from time to time.
“TSXV Policies” means the policies included in the TSX Venture Exchange Corporate Finance
Manual and “TSXV Policy” means any one of them.
“Unissued Option Shares” means the number of Shares which have, at a particular time, been
reserved for issuance upon the exercise of an Option, but which have not been issued, as adjusted
from time to time in accordance with the provisions of section 5, such adjustments to be cumulative.
“Unlisted Issuer” means a company, corporation trust or limited partnership which has no securities
listed or quoted on any stock exchange, nor has outstanding securities for which trading is reported to
or through a stock exchange or public market.
“Vested” means that an Option has become exercisable in respect of a number of Option Shares by
the Optionee pursuant to the terms of the Option Agreement.
“VWAP” means the volume weighted average trading price of the Shares (if listed on an Exchange),
calculated by dividing the total value by the total volume of such securities traded for the five (5)
trading days immediately preceding the date of exercise of the subject Option, and where appropriate
the Company may exclude internal crosses and certain other special terms trades from the calculation.
3. GRANT OF OPTIONS
3.1 Option Terms
The Board may from time to time authorize the allocation and issue of Options to specific Eligible
Persons of the Company and its subsidiaries. The Option Price under each Option so allocated shall
be not less than the Discounted Market Price on the Grant Date. The Expiry Date for each Option
shall be set by the Board at the time of issue of the Option and shall not be more than ten years after
the Grant Date. Options shall not be assignable (or transferable) by the Optionee. Both the Company
and the Optionee are responsible for ensuring and confirming that the Optionee is a bona fide Eligible
Person.

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3.2 Limits on Shares Issuable on Exercise of Options
The number of Shares reserved for issuance under the Plan and all of the Company's other previously
established or proposed share compensation arrangements in aggregate shall not exceed a maximum
of 10% of the total number of issued and outstanding shares of the Company on a non-diluted basis
as at the Grant Date.
The maximum number of Shares which may be issuable under the Plan and all of the Company's
other previously established or proposed share compensation arrangements:
(a) to all Insiders (as a group) must not exceed 10% of the total number of issued and
outstanding shares of the Company on a non-diluted basis at any point in time (unless
otherwise approved by the disinterested shareholders of the Company);
(b) within any 12-month period to all Insiders (as a group) must not exceed 10% of the
total number of issued and outstanding shares of the Company calculated as at the
Grant Date on a non-diluted basis (unless otherwise approved by the disinterested
shareholders of the Company);
(c) to any one Optionee must not exceed 5% of the total number of issued and outstanding
Shares of the Company on the Grant Date on a non-diluted basis (unless otherwise
approved by the disinterested shareholders of the Company);
(d) to any one Consultant must not exceed 2% in the aggregate of the total number of
issued and outstanding Shares of the Company on the Grant Date on a non-diluted
basis; and
(e) to all Investor Relations Service Providers must not exceed 2% in the aggregate of the
total number of issued and outstanding Shares of the Company on the Grant Date on
a non-diluted basis. The Company must publicly announce by press release at the time
of the grant, any Options granted to any Investor Relations Service Provider.
3.3 Eligible Charitable Organizations
Notwithstanding the foregoing limitations, Options may be granted to Eligible Charitable
Organizations for up to one percent (1%) of the total issued and outstanding shares of the Company
from time to time, provided that such Options must expire on the earlier of: (i) 10 years from the date
of the grant, and (ii) 90 days after the date that the Optionee ceases to be an Eligible Charitable
Organization.
3.4 Option Agreements
Each Option shall be confirmed by the execution of an Option Agreement. Each Optionee shall have
the Option to purchase from the Company the Option Shares at the time and in the manner set out in
the Plan and in the Option Agreement applicable to that Optionee. For stock options to Employees,
Consultants, Consultant Company, or Management Company Employees, each of the Company and
the Optionee is representing herein and in the applicable Option Agreement that the Optionee is a
bona fide Employee, Consultant, Consultant Company, or Management Company Employee, as the

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case may be, of the Company or its subsidiary. The execution of an Option Agreement shall constitute
conclusive evidence that it has been completed in compliance with this Plan.
4. EXERCISE OF OPTION
4.1 When Options May be Exercised
Subject to subsections 4.3 and 4.4, an Option shall be granted as fully Vested on the Grant Date, and
may be exercised to purchase any number of Shares up to the number of Unissued Option Shares at
any time after the Grant Date, provided that this Plan has been previously approved by the
shareholders of the Company, where such prior approval is required by TSXV Policies, up to 4:00
p.m. local time on the Expiry Date and shall not be exercisable thereafter.
4.2 Manner of Exercise
The Option shall be exercisable by delivering to the Company a notice specifying the number of
Shares in respect of which the Option is exercised together with payment in full of the Option Price
for each such Share. Upon notice and payment, there will be a binding contract for the issue of the
Shares in respect of which the Option is exercised, upon and subject to the provisions of the Plan.
Delivery of the Optionee's certified cheque, bank draft, or wire transfer payable to the Company in
the amount of the Option Price shall constitute payment of the Option Price unless the certified cheque
is not honoured upon presentation for any reason, in which case the Option shall not have been validly
exercised.
4.3 Vesting of Option Shares
An Option shall be granted hereunder as fully Vested, unless a vesting schedule is imposed by the
Board as a condition of the grant on the Grant Date; and provided that if the Option is being granted
to an Investor Relations Service Provider, then the Option must vest in stages over not less than 12
months and no more than one-quarter (1/4) of such Options may be vested in any three (3) month
period.
4.4 Termination of Employment
If an Optionee ceases to be an Eligible Person, his or her Option shall be exercisable as follows:
(a) Death or Disability
If the Optionee ceases to be an Eligible Person, due to his or her death or Disability
or, in the case of an Optionee that is a company, the death or Disability of the person
who provides management or consulting services to the Company or to any entity
controlled by the Company, the Option then held by the Optionee shall be exercisable
to acquire any Unissued Option Shares all of which will be considered as being
Vested, at any time up to but not after the earlier of:
(i) 365 days after the date of death or Disability; and
(ii) the Expiry Date.

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(b) Termination For Cause
If the Optionee, or in the case of a Management Company Employee or a Consultant
Company, the Optionee's employer, ceases to be an Eligible Person as a result of
termination for cause, as that term is interpreted by the courts of the jurisdiction in
which the Optionee, or, in the case of a Management Company Employee or a
Consultant Company, of the Optionee's employer, is employed or engaged; any
outstanding Option held by such Optionee on the date of such termination shall be
cancelled as of that date.
(c) Early Retirement, Voluntary Resignation or Termination Other than For Cause
If the Optionee or, in the case of a Management Company Employee or a Consultant
Company, the Optionee's employer, ceases to be an Eligible Person due to his or her
retirement at the request of his or her employer earlier than the normal retirement date
under the Company's retirement policy then in force, or due to his or her termination
by the Company other than for cause, or due to his or her voluntary resignation, the
Option then held by the Optionee shall be exercisable to acquire Vested Unissued
Option Shares at any time up to but not after the earlier of the Expiry Date and the
date which is 90 days after the Optionee or, in the case of a Management Company
Employee or a Consultant Company, the Optionee's employer, ceases to be an Eligible
Person.
4.5 Effect of a Take-Over Bid
Subject to section 4.3, if a bona fide offer (an “Offer”) for Shares is made to the Optionee or to
shareholders of the Company generally or to a class of shareholders which includes the Optionee,
which Offer, if accepted in whole or in part, would result in the offeror becoming a control person of
the Company, within the meaning of subsection 1(1) of the Securities Act, the Company shall,
immediately upon receipt of notice of the Offer, notify each Optionee of full particulars of the Offer,
whereupon the Unissued Option Shares subject to such Option may be exercised in whole or in part
by the Optionee so as to permit the Optionee to tender the Option Shares received upon such exercise,
pursuant to the Offer. However, if:
(a) the Offer is not completed within the time specified therein; or
(b) all of the Option Shares tendered by the Optionee pursuant to the Offer are not taken
up or paid for by the offeror in respect thereof,
then the Option Shares received upon such exercise, or in the case of clause (b) above, the Option
Shares that are not taken up and paid for, may be returned by the Optionee to the Company and
reinstated as authorized but unissued Shares and with respect to such returned Option Shares, the
Option shall be reinstated as if it had not been exercised. If any Option Shares are returned to the
Company under this subsection 4.5, the Company shall immediately refund the exercise price to the
Optionee for such Option Shares.

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4.6 Acceleration of Expiry Date
If at any time when an Option granted under the Plan remains unexercised with respect to any
Unissued Option Shares, an Offer is made by an offeror, the Directors may, upon notifying each
Optionee of full particulars of the Offer, declare that all Unissued Option Shares issuable upon the
exercise of Options granted under the Plan, are Vested (subject to the proviso below), and declare that
the Expiry Date for the exercise of all unexercised Options granted under the Plan is accelerated so
that all Options will either be exercised or will expire prior to the date upon which Shares must be
tendered pursuant to the Offer, PROVIDED THAT where an Option was granted to an Investor
Relations Service Provider, the Directors’ declaration that Unissued Option Shares issuable upon the
exercise of such Options granted under the Plan be Vested with respect to such Unissued Option
Shares, is subject to prior approval of the Exchange. The Directors shall give each Optionee as much
notice as possible of the acceleration of the Options under this section, except that not less than 5
business days and not more than 35 days notice is required.
4.7 Effect of a Change of Control
Subject to section 4.3, if a Change of Control occurs, all Unissued Option Shares subject to each
outstanding Option may be exercised in whole or in part by the Optionee.
4.8 Exclusion From Severance Allowance, Retirement Allowance or Termination
Settlement
If the Optionee, or, in the case of a Management Company Employee or a Consultant Company, the
Optionee's employer, retires, resigns or is terminated from employment or engagement with the
Company or any subsidiary of the Company, the loss or limitation, if any, by the cancellation of the
right to purchase Unissued Option Shares under the Option Agreement shall not give rise to any right
to damages and shall not be included in the calculation of nor form any part of any severance
allowance, retiring allowance or termination settlement of any kind whatsoever in respect of such
Optionee.
4.9 Shares Not Acquired or Exercised
Any Unissued Option Shares not acquired by an Optionee under an Option which has expired, and
any Option Shares acquired by an Optionee under an Option when exercised, may be made the subject
of a further Option granted pursuant to the provisions of the Plan.
4.10 Extension of Term During Trading Black Out
In the event the Expiry Date of an Option falls on a date during a trading black out period that has
been self imposed by the Company, the Expiry Date of the Option will be extended to the 10
th
business
day following the date that the self-imposed trading black out period is lifted by the Company. For
greater certainty, the Expiry Date of an Option will not be extended in the event a cease trade order is
issued by a securities regulatory authority against the Company or an Optionee.
4.11 Exchange Hold Period
(a) If the Option is granted to:

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(i) a director, officer, promoter of the Company;
(ii) a Consultant of the Company; or
(iii) persons holding securities carrying more than 10% of the voting rights attached to the
Company’s securities both immediately before and after the grant of the Option, and
who have elected or appointed or have the right to elect or appoint one or more
directors or senior officers of the Company;
except in the case where the Option grant is qualified by prospectus, or issued under a
securities take-over bid, rights offering, amalgamation, or other statutory procedure, or
(b) If the Option is granted to any person with an exercise price that is less than the applicable
Market Price at the time of the grant, or
(c) If the Option is granted to any person with an exercise price that is less than $0.05 as require
by subsection (e)(v) of the definition of Market Price, except in the case of an Option whose
distribution was qualified by prospectus or issued pursuant to TSXV Policy 4.5 – Rights
Offerings;
then the Option will bear an Exchange Hold Period, and the following legend will be inserted onto
the first page of the Option Agreement:
Without prior written approval of the TSX Venture Exchange and compliance with all
applicable securities legislation, the securities represented by this agreement and any
securities issued upon exercise thereof may not be sold, transferred, hypothecated or
otherwise traded on or through the facilities of the TSX Venture Exchange or
otherwise in Canada or to or for the benefit of a Canadian resident until
, 20 [i.e.,
four months and one day after the date of grant].
5. ADJUSTMENT OF OPTION PRICE AND NUMBER OF OPTION SHARES
5.1 Share Reorganization
Whenever the Company issues Shares to all or substantially all holders of Shares by way of a stock
dividend or other distribution, or subdivides all outstanding Shares into a greater number of Shares,
or combines or consolidates all outstanding Shares into a lesser number of Shares (each of such events
being herein called a “Share Reorganization”) then effective immediately after the record date for
such dividend or other distribution or the effective date of such subdivision, combination or
consolidation, for each Option:
(a) the Option Price will be adjusted to a price per Share which is the product of:
(i) the Option Price in effect immediately before that effective date or record date;
and
(ii) a fraction, the numerator of which is the total number of Shares outstanding
on that effective date or record date before giving effect to the Share

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Reorganization, and the denominator of which is the total number of Shares
that are or would be outstanding immediately after such effective date or
record date after giving effect to the Share Reorganization; and
(b) the number of Unissued Option Shares will be adjusted by multiplying (i) the number
of Unissued Option Shares immediately before such effective date or record date by
(ii) a fraction which is the reciprocal of the fraction described in subparagraph (a)(ii).
5.2 Special Distribution
Subject to the prior approval of the Exchange, whenever the Company issues by way of a dividend
or otherwise distributes to all or substantially all holders of Shares:
(a) shares of the Company, other than the Shares;
(b) evidence of indebtedness;
(c) any cash or other assets, excluding cash dividends (other than cash dividends which
the Board of Directors of the Company has determined to be outside the normal
course); or
(d) rights, options, or warrants,
then to the extent that such dividend or distribution does not constitute a Share Reorganization (any
of such non-excluded events being herein called a “Special Distribution”), and effective immediately
after the record date at which holders of Shares are determined for purposes of the Special
Distribution, for each Option the Option Price will be reduced, and the number of Unissued Option
Shares will be correspondingly increased, by such amount, if any, as is determined by the Board in
its sole and unfettered discretion to be appropriate in order to properly reflect any diminution in value
of the Option Shares as a result of such Special Distribution.
5.3 Corporate Reorganization
Whenever there is:
(a) a reclassification of outstanding Shares, a change of Shares into other shares or
securities, or any other capital reorganization of the Company, other than as described
in subsections 5.1 or 5.2;
(b) a consolidation, merger, or amalgamation of the Company with or into another
corporation resulting in a reclassification of outstanding Shares into other shares or
securities or a change of Shares into other shares or securities; or
(c) a transaction whereby all, or substantially all ,of the Company's undertaking and assets
become the property of another corporation,
(any such event being herein called a “Corporate Reorganization”), subject to the prior acceptance
of the Exchange, the Optionee will have an Option to purchase (at the times, for the consideration,

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and subject to the terms and conditions set out in the Plan) and will accept on the exercise of such
Option, in lieu of the Unissued Option Shares which he would otherwise have been entitled to
purchase, the kind and amount of shares or other securities or property that he would have been
entitled to receive as a result of the Corporate Reorganization if, on the effective date thereof, he had
been the holder of all Unissued Option Shares or if appropriate, as otherwise determined by the
Directors.
5.4 Determination of Option Price and Number of Unissued Option Shares
If any questions arise at any time with respect to the Option Price or number of Unissued Option
Shares deliverable upon exercise of an Option following a Share Reorganization, Special Distribution
or Corporate Reorganization, such questions shall be conclusively determined by the Company's
auditor, or, if they decline to so act, any other firm of Chartered Accountants in Vancouver, British
Columbia, that the Directors may designate and who will have access to all appropriate records and
such determination will be binding upon the Company and all Optionees.
5.5 Cash Settlements
For greater certainty, if an Optionee is entitled to receive additional Options in lieu of dividends
pursuant to Sections 5.1 or 5.2 above, then the maximum limit of Options pursuant to Section 3.2
above will still apply, and in the event that the number of Options which may be issued is so limited,
then the Company will be entitled to settle any additional Option grant which cannot be issued by the
payment of a one-time cash payment to the Optionee equal to the product obtained by multiplying the
difference between the Market Price and the exercise price of the Option, by the number of shares
which are disallowed for that particular Optionee.
5.6 Regulatory Approval
Notwithstanding the foregoing provisions, any adjustment to the Option Price or the number of
Unissued Option Shares purchasable under the Plan pursuant to the operation of any one of subsection
5.1, 5.2 or 5.3 is subject to the approval of the Exchange where required pursuant to its policies, and
compliance with the applicable securities rules or regulations of any other governmental authority
having jurisdiction.
6. ALTERNATIVE EXERCISE OPTION
6.1 Net Exercise Option
Where the Shares are listed and posted for trading on any Exchange, excluding Options held by
any Eligible Person who is providing Investor Relations Activities to the Company, Optionees
may elect to exercise Options granted pursuant to the Plan that are vested and exercisable, in
consideration of the receipt by the Optionee from the Company of the number of underlying listed
Shares (with no fractional shares being issued) that is equal to the quotient obtained by dividing:
(A) the product of the number of Options being exercised multiplied by the difference
between the VWAP of the underlying listed Shares and the Option Price of the subject
Options; by

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(B) the VWAP of the underlying listed Shares;
(the “Net Exercise Option”).
For example, under the Net Exercise Option, if an Eligible Person holds an Option to purchase 100
listed Shares, exercisable at a price of $1.00 per Share and the VWAP of the listed Shares is $1.50,
then the Eligible Person would not pay the Company any cash, and instead of receiving 100 listed
Shares would only receive 33 listed Shares (fractional Shares being in effect rounded down to the
nearest lower whole Share) calculated as follows:
100 X ($1.50 - $1.00) = 33 Shares
$1.50
All Options exercised pursuant to the Net Exercise Option will be considered exercised in full for
all purposes under the Plan.
In no circumstances will any Optionee at any time be obligated to use the Net Exercise Option.
The Company may, in its sole discretion, refuse to accept the net exercise of unexercised Options
and if any such net exercise is not accepted by the Company or completed for any reason, the
notice of exercise shall be deemed to be withdrawn and the Options in respect of which such notice
was provided shall again become subject to their original terms as if such notice of exercise had
not been provided.
7. MISCELLANEOUS
7.1 Right to Employment
Neither this Plan nor any of the provisions hereof shall confer upon any Optionee any right with
respect to employment or continued employment with the Company or any subsidiary of the
Company or interfere in any way with the right of the Company or any subsidiary of the Company to
terminate such employment.
7.2 Necessary Approvals
The Plan shall be effective immediately upon the approval of the Board of directors of the Company,
where the Company is a non-reporting issuer. If the Company is a reporting issuer whose Shares are
listed on any Exchange, then the Plan shall be effective only upon the approval of the shareholders of
the Company given by way of an ordinary resolution in the case of a new Plan, and the written
acceptance of the Plan by the Exchange where such prior approval is required by the policies of the
Exchange. Any Options granted under this Plan before such approval shall only be exercised upon
the receipt of such approval, where it is required by the policies of the Exchange. Each year thereafter,
the Plan must also be adopted or ratified annually by way of an ordinary resolution of shareholders,
where such annual adoption or ratification is required by the policies of the Exchange. After the Plan
has been approved by the shareholders and the Exchange, the failure to obtain any annual shareholder
approval does not affect prior granted Options under a previously approved Plan. Disinterested
shareholder approval (as required by the Exchange) will also be obtained for any reduction in the
exercise price of or extension to any Option granted under this Plan, if the Optionee is an Insider of
the Company at the time of the proposed amendment. The obligation of the Company to sell and

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deliver Shares in accordance with the Plan is subject to compliance with the policies of the Exchange
and applicable securities rules or regulations of any governmental authority having jurisdiction. If any
Shares cannot be issued to any Optionee for any reason, including, without limitation, the failure to
comply with such policies, rules or regulations, then the obligation of the Company to issue such
Shares shall terminate and any Option Price paid by an Optionee to the Company shall be immediately
refunded to the Optionee by the Company.
7.3 Administration of the Plan
The Directors shall, without limitation, have full and final authority in their discretion, but subject to
the express provisions of the Plan, to interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to the Plan and to make all other determinations deemed necessary or advisable
in respect of the Plan. Except as set forth in subsection 5.4, the interpretation and construction of any
provision of the Plan by the Directors shall be final and conclusive. Administration of the Plan shall
be the responsibility of the appropriate officers of the Company and all costs in respect thereof shall
be paid by the Company.
7.4 Income Taxes
Subject to Policy 4.4 of the TSXV, and as a condition of participation in the Plan, any Optionee shall,
on the request of the Company, authorize the Company in writing to withhold from any remuneration
otherwise payable to him or her any amounts required by any taxing authority to be withheld for taxes
and contributions of any kind as a consequence of his or her participation in the Plan.
7.5 Amendments to the Plan
The Directors may from time to time, subject to applicable law and to the prior approval, if required,
of the Exchange or any other regulatory body having authority over the Company or the Plan,
suspend, terminate or discontinue the Plan at any time, or amend or revise the terms of the Plan or of
any Option granted under the Plan and the Option Agreement relating thereto, provided that no such
amendment, revision, suspension, termination or discontinuance shall in any manner adversely affect
any Option previously granted to an Optionee under the Plan without the consent of that Optionee.
Any amendments to the Plan or Options granted to Insiders thereunder will be subject to the approval
of the shareholders, where such approval is required by the policies of the Exchange.
7.6 Form of Notice
A notice given to the Company shall be in writing, signed by the Optionee and delivered to the head
business office of the Company.
7.7 No Representation or Warranty
The Company makes no representation or warranty as to the future market value of any Shares issued
in accordance with the provisions of the Plan.

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7.8 Compliance with Applicable Law
If any provision of the Plan or any Option Agreement contravenes any law or any order, policy, by-
law or regulation of any regulatory body or Exchange having authority over the Company or the Plan,
then such provision shall be deemed to be amended to the extent required to bring such provision into
compliance therewith.
7.9 No Assignment
No Optionee may assign any of his or her rights under the Plan or any Option granted thereunder.
7.10 Rights of Optionees
An Optionee shall have no rights whatsoever as a shareholder of the Company in respect of any of
the Unissued Option Shares (including, without limitation, voting rights or any right to receive
dividends, warrants or rights under any rights offering).
7.11 Conflict
In the event of any conflict between the provisions of this Plan and an Option Agreement, the
provisions of this Plan shall govern.
7.12 Governing Law
The Plan and each Option Agreement issued pursuant to the Plan shall be governed by the laws of the
Province of British Columbia.
7.13 Time of Essence
Time is of the essence of this Plan and of each Option Agreement. No extension of time will be
deemed to be or to operate as a waiver of the essentiality of time.
7.14 Entire Agreement
This Plan and the Option Agreement sets out the entire agreement between the Company and the
Optionees relative to the subject matter hereof and supersedes all prior agreements, undertakings and
understandings, whether oral or written.

SCHEDULE “A”

Chatham Rock Phosphate Limited
STOCK OPTION PLAN
OPTION AGREEMENT
[Note: If either (i) the Option Price is less than the Market Price at the time of the grant to any
optionee, or (ii) the option is granted to a director, officer, promoter or other insider of the
Company, and except if the grant is qualified by prospectus, or issued under a securities take-
over bid, rights offering, amalgamation, or other statutory procedure, then insert the following
legend:] Without prior written approval of the TSX Venture Exchange and compliance with all
applicable securities legislation, the securities represented by this agreement and any securities
issued upon exercise thereof may not be sold, transferred, hypothecated or otherwise traded on or
through the facilities of the TSX Venture Exchange or otherwise in Canada or to or for the benefit
of a Canadian resident until
, 20 [four months and one day after the date of grant].
This Option Agreement is entered into between Chatham Rock Phosphate Limited (the
“Company”) and the Optionee named below pursuant to the Company Stock Option Plan (the
“Plan”), a copy of which is attached hereto, and confirms that:
1. on , 20 (the “Grant Date”);
2.  (the “Optionee”);
3. was granted the option (the “Option”) to purchase  Common Shares (the “Option Shares”)
of the Company;
4. for the price of $ per share (the “Option Price”);
5. which shall be exercisable as fully Vested from the Grant Date, unless the granting of this
Option is to a consultant providing Investor Relations Activities in which case the Option will
be vested over a 12 month period from the date of grant in accordance with TSXV Policies;
6. terminating on , 20 (the “Expiry Date”);
7. when exercised, the Company will forthwith calculate all applicable Canadian government
withholding taxes of the Optionee, and Canada or Quebec (if applicable) Pension Plan
contributions, and the Optionee agrees to remit to the Company such taxes and contributions
to the Company, which will be remitted by the Company to Canada Revenue Agency and
reflected on any annual statement of remuneration issued by the Company; and
8. by signing this Option Agreement, the Optionee acknowledges and consents to:
(a) the disclosure of Personal Information by the Company to the TSX Venture Exchange
(the “Exchange”) (as defined in Exchange Appendix 6A – see Appendix I hereto)

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pursuant to the Exchange Form 4G which the Company is required to file in
connection with this Option grant; and
(b) the collection, use and disclosure of Personal Information by the Exchange for the
purposes described in Appendix 6A or as otherwise identified by the Exchange, from
time to time;
(Where “Personal Information” means any information about the Optionee, and includes the
information contained in the tables, as applicable, found in Exchange Form 4G),
all on the terms and subject to the conditions set out in the Plan.
By signing this Option Agreement, the Optionee acknowledges that the Optionee has read and
understands the Plan and agrees to the terms and conditions of the Plan and this Option Agreement.
IN WITNESS WHEREOF the parties hereto have executed this Option Agreement as of the  day
of , 20.
CHATHAM ROCK PHOSPHATE LIMITED

Per:
OPTIONEE Authorized Signatory

Appendix I


APPENDIX 6A
ACKNOWLEDGEMENT – PERSONAL INFORMATION
TSX Venture Exchange Inc. and its affiliates, authorized agents, subsidiaries and divisions,
including the TSX Venture Exchange (collectively referred to as “the Exchange”) collect Personal
Information in certain Forms that are submitted by the individual and/or by an Issuer or Applicant
and use it for the following purposes:
• to conduct background checks,
• to verify the Personal Information that has been provided about each individual,
• to consider the suitability of the individual to act as an officer, director, insider, promoter,
investor relations provider or, as applicable, an employee or consultant, of the Issuer or
Applicant,
• to consider the eligibility of the Issuer or Applicant to list on the Exchange,
• to provide disclosure to market participants as to the security holdings of directors, officers,
other insiders and promoters of the Issuer, or its associates or affiliates,
• to conduct enforcement proceedings, and
• to perform other investigations as required by and to ensure compliance with all applicable
rules, policies, rulings and regulations of the Exchange, securities legislation and other
legal and regulatory requirements governing the conduct and protection of the public
markets in Canada.
As part of this process, the Exchange also collects additional Personal Information from other
sources, including but not limited to, securities regulatory authorities in Canada or elsewhere,
investigative, law enforcement or self-regulatory organizations, regulations services providers and
each of their subsidiaries, affiliates, regulators and authorized agents, to ensure that the purposes
set out above can be accomplished.
The Personal Information the Exchange collects may also be disclosed:
(a) to the agencies and organizations in the preceding paragraph, or as otherwise permitted or
required by law, and they may use it in their own investigations for the purposes described
above; and
(b) on the Exchange’s website or through printed materials published by or pursuant to the
directions of the Exchange.
The Exchange may from time to time use third parties to process information and/or provide other
administrative services. In this regard, the Exchange may share the information with such third
party service providers.

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Christine Pankiw
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Management proxy materials (06038702-
00000001)
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Chatham Rock Phosphate Limited
Level 1, 93 The Terrace
Wellington 6011, New Zealand
INFORMATION CIRCULAR
SOLICITATION OF PROXIES BY MANAGEMENT
This management information circular (the “Information Circular”) is furnished in connection with the
solicitation of proxies by or on behalf of the management of Chatham Rock Phosphate Limited (the
“Company”) for use at the Annual General and Special Meeting (the “Meeting”) of the shareholders of
the Company (the “Shareholders”) to be held at Level 1, 93 The Terrace, Wellington, New Zealand on
Thursday, November 16, 2023 at 5:00 p.m. (Wellington time) and at any adjournments thereof for the
purposes set out in the accompanying Notice of Meeting. Although it is expected that the solicitation of
proxies will be primarily by mail, proxies may also be solicited personally, electronically or by telephone by
directors, officers, employees or consultants of the Company. Arrangements will also be made with clearing
agencies, brokerage houses and other financial intermediaries to forward proxy solicitation material to the
beneficial owners of common shares of the Company (“Common Shares”) pursuant to the requirements of
National Instrument 54-101, Communication with Beneficial Owners of Securities of a Reporting Issuer
(“National Instrument 54-101”).
The Canadian securities regulators have adopted new rules under National Instrument 54-101, which permit
the use of notice-and-access for proxy solicitation, instead of the traditional physical delivery of material.
This new process provides the option to post meeting related materials, including management information
circulars, as well as annual financial statements, and related management’s discussion and analysis, on a
website in addition to SEDAR+. Under notice-and-access, such meeting related materials will be available
for viewing for up to one (1) year from the date of posting, and a paper copy of the material can be requested
at any time during this period. The Company is not relying on the notice-and-access provisions of National
Instrument 54-101 to send proxy related materials to registered shareholders or beneficial owners of shares in
connection with the Meeting.
The Company may reimburse shareholders’ nominees or intermediaries (including brokers or their agents
holding shares on behalf of clients) for the cost incurred in obtaining from their principals authorization to
execute forms of proxy. The cost of any such solicitation will be borne by the Company. Unless otherwise
stated, the information contained in this Information Circular is given as at October 6, 2023.
APPOINTMENT OF PROXYHOLDERS
AND COMPLETION AND REVOCATION OF PROXIES
The purpose of a proxy is to designate persons who will vote the proxy on a Shareholder’s behalf in
accordance with the instructions given by the Shareholder in the proxy. The persons named in the enclosed
proxy (the “Management Designees”) have been selected by the directors of the Company.
A Shareholder has the right to designate a person (who need not be a Shareholder), other than the
Management Designees to represent the Shareholder at the Meeting. Such right may be exercised by
inserting in the space provided for that purpose on the proxy the name of the person to be designated,

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and by deleting from the proxy the names of the Management Designees, or by completing another
proper form of proxy and delivering the same to the transfer agent of the Company. Such Shareholder
should notify the nominee of the appointment, obtain the nominee’s consent to act as proxyholder and
attend the Meeting, and provide instructions on how the Shareholder’s shares are to be voted. The nominee
should bring personal identification with them to the Meeting.
To be valid, the proxy must be dated and executed by the Shareholder or an attorney authorized in writing,
with proof of such authorization attached (where an attorney executed the proxy). The proxy must then be
delivered to the Company’s registrar and transfer agent, TSX Trust Company, Proxy Department, P.O. Box
721, Agincourt, Ontario, Canada M1S 0A1, or by fax to 416-595-9593 or scan and e-mail to
proxyvote@tmx.com; or if on the New Zealand to Link Market Services, Level 30, PwC Tower, 15
Customs Street West, Auckland 1010, New Zealand or scan and email to
meetings@linkmarketservices.com, phone: 09 375 5998; in either case at least 48 hours, excluding
Saturdays, Sundays and holidays, before the time of the Meeting or any adjournment thereof. Proxies
received after that time may be accepted by the Chairman of the Meeting in the Chairman’s discretion, but
the Chairman is under no obligation to accept late proxies.
Any registered Shareholder who has returned a proxy may revoke it at any time before it has been exercised.
A proxy may be revoked by a registered Shareholder personally attending at the Meeting and voting their
shares. A Shareholder may also revoke their proxy in respect of any matter upon which a vote has not
already been cast by depositing an instrument in writing, including a proxy bearing a later date executed by
the registered Shareholder or by their authorized attorney in writing, or, if the Shareholder is a corporation,
under its corporate seal by an officer or attorney thereof duly authorized, either at the offices of the
Company’s registrar and transfer agents at the foregoing addresses, or the head office of the Company, at
Level 1, 93 The Terrace, Wellington 6011, New Zealand, at any time up to and including the last business
day preceding the date of the Meeting, or any adjournment thereof at which the proxy is to be used, or by
depositing the instrument in writing with the Chairman of such Meeting, or any adjournment thereof. Only
registered Shareholders have the right to revoke a proxy. Non-registered Shareholders who wish to
change their vote must, at least seven days before the Meeting, arrange for their respective nominees
to revoke the proxy on their behalf.
VOTING OF PROXIES
Voting at the Meeting will be by a show of hands, each registered Shareholder and each proxyholder
(representing a registered or unregistered Shareholder) having one vote, unless a poll is required or
requested, whereupon each such Shareholder and proxyholder is entitled to one vote for each Common
Share held or represented, respectively. Each Shareholder may instruct their proxyholder how to vote their
Common Shares by completing the blanks on the proxy. All Common Shares represented at the Meeting
by properly executed proxies will be voted or withheld from voting when a poll is required or requested
and, where a choice with respect to any matter to be acted upon has been specified in the form of proxy,
the Common Shares represented by the proxy will be voted in accordance with such specification. In the
absence of any such specification as to voting on the proxy, the Management Designees, if named as
proxyholder, will vote in favour of the matters set out therein.
The enclosed proxy confers discretionary authority upon the Management Designees, or other person
named as proxyholder, with respect to amendments to or variations of matters identified in the Notice
of Meeting and any other matters which may properly come before the Meeting. As of the date
hereof, the Company is not aware of any amendments to, variations of or other matters which may
come before the Meeting. If other matters properly come before the Meeting, then the Management
Designees intend to vote in a manner which in their judgment is in the best interests of the Company.

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In order to approve a motion proposed at the Meeting, a majority of greater than 50% of the votes cast will
be required (an “ordinary resolution”), unless the motion requires a “special resolution” in which case a
majority of 66 2/3% of the votes cast will be required.
BENEFICIAL HOLDERS
Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Many
shareholders of the Company are “non-registered” or “beneficial” shareholders because the shares they own
are not registered in their names, but are instead registered in the name of the brokerage firm, bank or trust
company through which they purchased the shares. More particularly, a person is not a registered shareholder
in respect of shares which are held on behalf of that person (the “Beneficial Holder”) but which are registered
either: (a) in the name of an intermediary (an “Intermediary”) that the Beneficial Holder deals with in respect
of the shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and
trustees or administrators of self-administered RRSP’s, RRIF’s, RESP’s and similar plans); or (b) in the name
of a clearing agency (such as The Canadian Depository for Securities Limited (“CDS”)) of which the
Intermediary is a participant. In accordance with the requirements of National Instrument 54-101 of the
Canadian Securities Administrators, the Company has distributed copies of the Notice of Meeting, this
Information Circular and the Proxy (collectively, the “Meeting Materials”) directly, and to the clearing
agencies and Intermediaries for onward distribution to Beneficial Holders. These securityholder materials are
being set to both registered and non-registered owners of the securities. If you are a non-registered owner, and
the issuer or its agent has sent these materials directly to you, your name and address and information about
your holdings of securities, have been obtained in accordance with applicable securities regulatory
requirements from the Intermediary holding on your behalf.
Intermediaries are required to forward the Meeting Materials to Beneficial Holders unless a Beneficial Holder
has waived the right to receive them. Very often, Intermediaries will use service companies to forward the
Meeting Materials to Beneficial Holders. Generally, Beneficial Holders who have not waived the right to
receive Meeting Materials will either:
(a) be given a form of proxy which has already been signed by the Intermediary (typically by a
facsimile, stamped signature), which is restricted as to the number of shares beneficially owned by the
Beneficial Holder but which is otherwise not completed. Because the Intermediary has already signed
the form of proxy, this form of proxy is not required to be signed by the Beneficial Holder when
submitting the proxy. In this case, the Beneficial Holder who wishes to submit a proxy should
otherwise properly complete the form of proxy and deposit it with the Company’s transfer agent as
provided above; or
(b) more typically, be given a voting instruction form which is not signed by the Intermediary, and
which, when properly completed and signed by the Beneficial Holder and returned to the
Intermediary or its service company, will constitute voting instructions (often called a “proxy
authorization form”) which the Intermediary must follow. Typically, the proxy authorization form
will consist of a one page pre-printed form. Sometimes, instead of the one page pre-printed form, the
proxy authorization form will consist of a regular printed proxy form accompanied by a page of
instructions which contains a removable label containing a bar-code and other information. In order
for the form of proxy to validly constitute a proxy authorization form, the Beneficial Holder must
remove the label from the instructions and affix it to the form of proxy, properly complete and sign the
form of proxy and return it to the Intermediary or its service company in accordance with the
instructions of the Intermediary or its service company.
In either case, the purpose of this procedure is to permit Beneficial Holders to direct the voting of the shares
which they beneficially own. Should a Beneficial Holder who receives one of the above forms wish to vote at

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the Meeting in person, the Beneficial Holder should strike out the names of the Management Designees named
in the form and insert the Beneficial Holder’s name in the blank space provided. In either case, Beneficial
Holders should carefully follow the instructions of their Intermediary, including those regarding when
and where the proxy or proxy authorization form is to be delivered.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company is authorized to issue an unlimited number of common shares, without nominal or par value, of
which as at the date hereof 90,709,751 common shares are issued and outstanding.
The holders of common shares of record at the close of business on the record date, set by the directors of the
Company to be October 6, 2023, are entitled to vote such common shares at the Meeting on the basis of one
vote for each common share held.
The Articles of the Company provide that a quorum for the transaction of business at the Meeting is two (2)
Shareholders, or one or more proxyholders representing two Shareholders, or one Shareholder and a
proxyholder representing another Shareholder.
To the knowledge of the directors and senior officers of the Company, no person or company beneficially owns,
directly or indirectly, or exercises control or direction over, voting securities carrying more than 10% of the
outstanding voting rights of the Company other than:
Name of Shareholder Number of Shares Percentage of Issued and Outstanding
(1)

Colin Randall 10,722,858
(2)
11.8%
General Research GMBH 9,709,594 10.7%
(1)
Calculated using the issued and outstanding share capital figure as at October 6, 2023, being 90,709,751 shares.
(2)
Of which 4,052,326 shares are held through the Randall Family Trust, but Mr. Randall has control or direction over them.
Those shareholders so desiring may be represented by proxy at the Meeting.
PARTICULARS OF MATTERS TO BE ACTED UPON
TO THE KNOWLEDGE OF THE COMPANY’S DIRECTORS, THE ONLY MATTERS TO BE
PLACED BEFORE THE MEETING ARE THOSE REFERRED TO IN THE NOTICE OF MEETING
ACCOMPANYING THIS INFORMATION CIRCULAR. HOWEVER, SHOULD ANY OTHER
MATTERS PROPERLY COME BEFORE THE MEETING, THE SHARES REPRESENTED BY THE
PROXY SOLICITED HEREBY WILL BE VOTED ON SUCH MATTERS IN ACCORDANCE WITH
THE BEST JUDGMENT OF THE PERSONS VOTING THE SHARES REPRESENTED BY THE
PROXY.
Additional detail regarding each of the matters to be acted upon at the Meeting is set forth below.
I. Financial Statements
The audited financial statements of the company for the financial year ended March 31, 2023 (the “Financial
Statements”), together with the Auditors’ Report thereon, will be presented to the shareholders at the Meeting.
Shareholders should note that in accordance with the rules of National Instrument 51-102 “Continuous
Disclosure Obligations”, shareholders will no longer automatically receive copies of financial statements
unless a return card (in the form enclosed herewith) has been completed and returned as instructed. Copies
of all previously issued annual and quarterly financial statements and related Management Discussions and
Analysis are available to the public on the SEDAR+ website at www.sedarplus.ca and on the Company’s

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website at www.rockphosphate.co.nz. Hard copies of the Audited Annual Financial Statements and
Management Discussion and Analysis will be available to shareholders free of charge upon request.
II. Appointment of Auditors
Management proposes the appointment of Grant Thornton LLP, Chartered Accountants, of Wellington,
New Zealand, as Auditors of the Company for the ensuing year and that the directors be authorized to fix
their remuneration. Grant Thornton LLP have been the Company’s Auditors since May 2020.
In the absence of instructions to the contrary the shares represented by proxy will be voted in favour of
a resolution to appoint Grant Thornton LLP, Chartered Accountants, as Auditors of the Company for
the ensuing year, at a remuneration to be fixed by the Board of Directors, unless the Shareholder has
specified in the Shareholder’s proxy that the Shareholder’s Common Shares are to be withheld from
voting on the appointment of auditors.
III. Election of Directors
The board of directors of the Company (the “Board” or the “Board of Directors”) currently consists of six
(6) directors, all of whom are elected annually. The term of office for each of the present directors of the
Company expires at the Meeting. All six (6) of the current directors of the Company will be standing for re-
election. Accordingly, it is proposed that the number of directors for the ensuing year be fixed at six (6) subject
to such increases as may be permitted by the Articles of the Company. At the Meeting, the Shareholders will
be asked to consider and, if thought fit, approve an ordinary resolution fixing the number of directors to be
elected at the Meeting at six (6).
It is proposed that the persons named below will be nominated at the Meeting. Each director elected will hold
office until the next Annual General Meeting of the Company or until his successor is duly elected or appointed
pursuant to the Articles of the Company unless his office is earlier vacated in accordance with the provisions
of the Business Corporations Act (British Columbia) or the Company’s Articles.
It is the intention of the management designees, if named as proxy, to vote for the election of the said
persons to the Board of Directors, unless the Shareholder has specified in its proxy that its Common
Shares are to be withheld from voting on the election of directors. Management does not contemplate
that any of the nominees will be unable to serve as a director.
The following information relating to the nominees for election to the Board of Directors is based on
information received by the Company from said nominees:
Christopher D. Castle
(1)

New Zealand
Director since November 2015
President, CEO, Managing Director since
February 2017

Common Shares: 951,390
(2)

Chartered Accountant and Director of several listed
companies of the TSXV and NZX.

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Linda J. Sanders
(1)(3)
New Zealand
Director since February 2017
Chair since October 2019

Common Shares: 277,091
(4)

Communications Consultant and director of listed and
unlisted companies and community organisations.
Jill Hatchwell
(1)(3)

New Zealand
Director since February 2017

Common Shares: 99,619
(4)

Director of two NZX listed and unlisted companies; and
a Member of the Chartered Accountants Australia and New
Zealand from 1982 to 2023.
Robert Goodden
(1)(4)

United Kingdom
Director since February 2017

Common Shares: 77,740
Independent Director.
Ryan Wong
(1)(3)(6)

Malaysia
Director since June 2017

Common Shares: Nil
Director of Caldecott Construction Sdn. Bhd.
Colin Randall
Australia
Director since June 2021

Common Shares: 10,722,858
(7)

Mining Engineer Consultant.
(1)
Information as to the province of residence, principal occupation, and shares beneficially owned, directly or indirectly, or
controlled or directed, has been furnished by the respective directors.
(2)
Of which 1,380 shares are jointly with Mr. Castle’s partner, Linda J. Sanders, but Mr. Castle has control or direction over them.
(3)
Member of the audit committee.
(4)
Of which 2,122 shares are held through LJ Sanders Consulting Limited, a company controlled by Ms. Sanders.
(5)
Of which 9,484 shares are held through a Family Trust, but Ms. Hatchwell has control or direction over them.
(6)
Member of the Compensation Committee.
(7)
Of which 4,052,326 shares are held through the Randall Family Trust, but Mr. Randall has control or direction over them.
Corporate Cease Trade Orders or Bankruptcies
Other than set out below, to the knowledge of the Company, no director or proposed director of the
Company is, or within the ten years prior to the date of this Circular has been, a director or executive officer
of any company, including the Company, that while that person was acting in that capacity:
(a) was the subject of a cease trade order or similar order or an order that denied the company
access to any exemption under securities legislation for a period of more than 30
consecutive days; or
(b) was subject to an event that resulted, after the director ceased to be a director or executive
officer of the company being the subject of a cease trade order or similar order or an order

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that denied the relevant company access to any exemption under securities legislation, for
a period of more than 30 consecutive days; or
(c) within a year of that person ceasing to act in that capacity, became bankrupt, made a
proposal under any legislation relating to bankruptcy or insolvency or was subject to or
instituted any proceedings, arrangement or compromise with creditors or had a receiver,
receiver manager or trustee appointed to hold its assets.
Jill Hatchwell was a director of a New Zealand company known as Vincent Aviation Limited at the time it
went into receivership approximately nine years prior to the date of this Information Circular.
Individual Bankruptcies
To the knowledge of the Company, no director or proposed director of the Company has, within the ten
years prior to the date of this Circular, become bankrupt or made a proposal under any legislation relating
to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise
with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that individual.
Penalties or Sanctions
To the knowledge of the Company, no proposed director of the Company has been subject to any penalties
or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or
has entered into a settlement agreement with a securities regulatory authority, or has been subject to any
other penalties or sanctions imposed by a court or regulatory body that would likely be considered important
to a reasonable securityholder in deciding whether to vote for a proposed director.
IV. Stock Option Plan
The Company currently maintains a rolling stock option plan and wishes to renew it with a new stock option
plan (the “Stock Option Plan”) which has been updated and modified for compliance with the current
policies of the TSX Venture Exchange (the “Exchange”). The new Stock Option Plan will authorize the
issuance of incentive stock options to eligible persons for up to an aggregate of 10% of the issued shares of
the Company at any time. The policies of the Exchange require the approval of the new Stock Option Plan
by the Company’s “disinterested shareholders” (as defined below), when implemented. Ordinary
shareholder approval will be required for any annual renewals of the Stock Option Plan. There are currently
90,709,751 shares of the Company issued and outstanding, and therefore the current 10% threshold is
9,070,975 shares available for incentive stock option grants under the Stock Option Plan. Incentive stock
options under the Stock Option Plan may be granted by the Board of Directors to eligible persons, who are
directors, officers or consultants of the Company or its subsidiaries (if any), or who are employees of a
company providing management services to the Company, or who are eligible charitable organizations.
Stock options may be granted under the Stock Option Plan with a maximum exercise period of up to ten
(10) years, as determined by the Board of Directors of the Company.
The new Stock Option Plan will limit the number of stock options which may be granted to any one
individual to not more than 5% of the total issued shares of the Company in any 12-month period (unless
otherwise approved by the disinterested shareholders of the Company), and not more than 10% of the total
issued shares to all insiders at any time or granted over any 12-month period. The number of options
granted to any one consultant or person employed to provide investor relations activities in any 12-month
period must not exceed 2% of the total issued shares of the Company. Any stock options granted under the
Stock Option Plan will not be subject to any vesting schedule, unless otherwise determined by the Board
of Directors or required by the policies of the Exchange.

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Options under the Stock Option Plan may be granted at an exercise price which is at or above the current
discounted market price (as defined under the policies of the Exchange) on the date of the grant. In the
event of the death or permanent disability of an optionee, any option granted to such optionee will be
exercisable upon the earlier of 365 days from the date of death or permanent disability, or the expiry date
of the option. In the event of the resignation, or the termination or removal of an optionee without just
cause, any option granted to such optionee will be exercisable for a period of 90 days thereafter. In the
event of termination for cause, any option granted to such optionee will be cancelled as at the date of
termination.
In the event the expiry date of an option falls on a date during any “black-out trading” period, where insiders
are prohibited from trading due to any unannounced material information, that has been self-imposed by
the Company, the expiry date of the option will be extended to the 10
th
business day following the date that
the self-imposed trading black out period is lifted by the Company.
The new Stock Option Plan contains a “net exercise option” for option grants, excluding options held by
any eligible person who is providing investor relations activities. Under the “Net exercise option”, in
consideration of the issuance of any shares which are vested and exercisable, the optionee will receive
shares equal to the quotient obtained by dividing (A) the product of the number of options being exercised
multiplied by the difference between the 5-trading day volume weighted average price (“VWAP”) of the
underlying listed shares and the option price of the subject options; by (B) the VWAP of the underlying
listed shares.
For example, under the net exercise option, if an eligible person holds an option to purchase 100 listed
shares, exercisable at a price of $1.00 per share and the VWAP of the listed shares is $1.50, then the eligible
person would not pay the Company any cash, and instead of receiving 100 listed shares would only receive
33 listed shares (fractional shares being in effect rounded down to the nearest lower whole share) calculated
as follows:
100 X ($1.50 - $1.00) = 33 shares
$1.50
All options exercised pursuant to the net exercise option will be considered exercised in full for all purposes
under the Stock Option Plan.
Shareholders are referred to the full text of the Stock Option Plan, a copy of which has been posted on
SEDAR and is available for inspection under the Company’s profile on SEDAR+ at www.sedarplus.ca, for
complete details.
The Stock Option Plan must be approved by a majority of the “disinterested shareholders” entitled to vote
present in person or by proxy at the Meeting and be accepted for filing by the Exchange. “Disinterested
shareholders” mean all Shareholders of the Company who are not directors, officers, promoters, or other
insiders of the Company, or their associates or affiliates, as such terms are defined under the Securities Act
(British Columbia).
To the knowledge of the Company, Shareholders who are ineligible to vote on the approval of the Stock
Option Plan and their shareholdings are as follows:
Name of Insider, Associate or Affiliate Number of Shares
Christopher D. Castle, President, CEO and Director 951,390
(1)

Linda J. Sanders, Chair and Director 277,091
(2)

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Name of Insider, Associate or Affiliate Number of Shares
Jill Hatchwell, Director 99,619
(3)

Robert Goodden, Director 77,740
Colin Randall, Director 10,722,858
(4)

Robyn Hamilton, CFO 61,495
(5)

Ray Wood, COO 236,830
(6)

(1)
Of which 1,380 shares are held jointly with Mr. Castle’s partner, Linda J. Sanders, but Mr. Castle has control or direction
over them.
(2)
Of which 2,122 shares are held through LJ Sanders Consulting Limited, a company controlled by Ms. Sanders.
(3)
Of which 9,484 shares are held through a Family Trust, but Ms. Hatchwell has control or direction over them.
(4)
Of which 4,052,326 shares are held through the Randall Family Trust, but Mr. Randall has control or direction over them.
(5)
All of which are held jointly with Ms. Hamilton’s spouse but Ms. Hamilton has control or direction over them.
(6)
All of which are held through CRP-OCS Consulting Limited, a company controlled by Mr. Wood.
In the event that annual disinterested shareholder approval is not obtained at the Meeting, the Company
will implement a new fixed stock option plan for up to 10% of the Company’s issued shares (which does
not require shareholder approval), and any existing option grants under the Stock Option Plan as previously
approved by the disinterested shareholders of the Company at the last Annual General Meeting will not be
affected.
EXECUTIVE COMPENSATION
(For the financial year ended March 31, 2023)
For purposes of this Information Circular, “named executive officer” of the Company means an individual
who, at any time during the year, was:
(a) each individual who, in respect of the Company, during any part of the most recently
completed financial year, served as the Company’s chief executive officer (“CEO”),
including an individual performing functions similar to a CEO;
(b) each individual who, in respect of the Company, during any part of the most recently
completed financial year, served as the Company’s chief financial officer (“CFO”),
including an individual performing functions similar to a CFO;
(c) in respect of the Company and its subsidiaries, the most highly compensated executive
officer, other than individuals identified in paragraphs (a) and (b) above at the end of the
most recently completed financial year whose total compensation was more than $150,000
for that financial year; and
(d) each individual who would be a named executive officer under paragraph (c) but for the
fact that the individual was neither an executive officer of the Company, nor acting in a
similar capacity, at the end of the most recently completed financial year;
(each a “Named Executive Officer” or “NEO”).
Based on the foregoing definition, during the last completed financial year of the Company, there were two
(2) Named Executive Officers, namely:
• Christopher D. Castle, President, Chief Executive Officer and Managing Director; and
• Robyn Hamilton, Chief Financial Officer.

- 10 -
Compensation Discussion and Analysis
In assessing the compensation of its executive officers, the Company does not have in place any formal
objectives, criteria or analysis; instead, it relies mainly on discussions at the Board level.
The Company’s executive compensation program has three principal components: base salary, incentive
bonus plan, and incentive stock options. The determination and administration of base salaries or incentive
bonuses, or both, are discussed in greater detail below. When appropriate to do so, incentive bonuses in
the form of cash payments, are designed to add a variable component of compensation, in addition to stock
options, based on corporate and individual performances for Named Executive Officers, and may or may
not be awarded in any financial year. The Company has no other forms of compensation for its NEOs,
although payments may be made from time to time to individuals who are NEOs or companies they control,
for the provision of consulting services. Such consulting services are paid for by the Company at
competitive industry rates for work of a similar nature by reputable arm’s length services providers.
The Company notes that it is in an exploration phase with respect to its properties, has to operate with
limited financial resources, and must control costs to ensure that funds are available to complete scheduled
exploration programs and otherwise fund its operations. The Board has to consider the current and
anticipated financial position of the Company at the time of any compensation determination. The Board
has attempted to keep the cash compensation paid to the Company’s NEOs relatively modest, while
providing long-term incentives through the granting of stock options.
The Company’s executive compensation program is administered by the Board of Directors and is designed
to provide incentives for the enhancement of shareholder value. The overall objectives are to attract and
retain qualified executives critical to the success of the Company, to provide fair and competitive
compensation, to align the interest of management with those of the Shareholders and to reward corporate
and individual performance. The Company’s compensation package has been structured in order to link
shareholder return, measured by the change in the share price, with executive compensation through the
use of incentive stock options as the primary element of variable compensation for its Named Executive
Officers. The Company does not currently offer long-term incentive plans or pension plans to its Named
Executive Officers.
The Company bases the compensation for a NEO on the years of service with the Company, responsibilities
of each officer and their duties in that position. The Company also bases compensation on the performance
of each officer. The Company believes that stock options can create a strong incentive to the performance
of each officer and is intended to recognize extra contributions and achievements towards the goals of the
Company.
The Board, when determining cash compensation payable to a NEO, takes into consideration their
experience in the mining industry, as well as their responsibilities and duties and contributions to the
Company’s success. Named Executive Officers receive a base cash compensation that the Company feels
is in line with that paid by similar companies in North America, subject to the Company’s financial
resources; however, no formal survey was completed by the Board.
In performing its duties, the Board has considered the implications of risks associated with the Company’s
compensation policies and practices. At its early stage of development and considering its current
compensation policies, the Company has no compensation policies or practices that would encourage an
executive officer or other individual to take inappropriate or excessive risks. An NEO or director is
permitted for his or her own benefit and at his or her own financial risk, to purchase financial instruments,
including, for greater certainty, prepaid variable forward contracts, equity swaps, collars or units or
exchange funds, that are designed to hedge or offset a decrease in the market value of equity securities

- 11 -
granted as compensation or held, directly or indirectly, by the NEO or director.
Option-Based Awards
Stock options are granted to provide an incentive to the directors, officers, employees and consultants of
the Company to achieve the longer-term objectives of the Company; to give suitable recognition to the
ability and industry of such persons who contribute materially to the success of the Company; and to attract
and retain persons of experience and ability, by providing them with the opportunity to acquire an increased
proprietary interest in the Company. The Company awards stock options to its executive officers based
upon the recommendation of the Board, which recommendation is based upon the Board’s review of a
proposal from the CEO. Previous grants of incentive stock options are taken into account when considering
new grants.
Implementation of a new incentive stock option plan and amendments to the existing stock option plan are
the responsibility of the Company’s Board.
Director and Named Executive Officer Compensation
Director and NEO Compensation, excluding Compensation Securities
The following table provides a summary of compensation paid, payable, awarded, granted, given, or
otherwise provided, directly or indirectly, by the Company or a subsidiary of the Company to each NEO
and director of the Company during the last two financial years ended March 31, 2022 and March 31, 2023:
Table of Compensation Excluding Compensation Securities
Name and Principal
Position
Year
Salary,
Consulting
Fee, Retainer
of Commission
($)
Bonus
($)
Committee
or Meeting
Fees
($)
Value of
Perquisites
($)
Value of all
Other
Compensation
($)
Total
Compensation
($)
Christopher D. Castle
President CEO and
Director
2023
2022
116,825
62,889
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
116,825
62,889
Linda J. Sanders
Director
2023
2022
14,350
4,062
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
14,350
4,062
Jill Hatchwell
Director
2023
2022
15,722
955
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
15,722
955
Robert Goodden
Director
2023
2022
9,897
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
9,897
Nil
Ryan Wong
Director
2023
2022
9,897
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
9,897
Nil
Colin Randall
Director
2023
2022
118,090
41,490
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
118,090
41,490
Robyn Hamilton
CFO
2023
2022
23,093
15,460
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
23,093
15,460
Ray Wood
COO
2023
2022
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil

- 12 -
Stock Options and Other Compensation Securities
There were no stock options or other share-based awards granted to the Named Executive Officers to
purchase or acquire securities of the Company outstanding at the end of the most recently completed
financial year.
No compensation security has been re-priced, cancelled and replaced, had its term extended, or otherwise
been materially modified, in the most recently completed financial year.
There are no restrictions or conditions for converting, exercising or exchanging the compensation securities.
Exercise of Compensation Securities by Directors and NEOs
The following stock options were exercised during the year ended March 31, 2023 by directors and Named
Executive Officers:
Name and Position
Type of
Compensation
Number of
Underlying
Securities
Exercised
Exercise
Price Per
Security
($)
Date of
Exercise
Closing
Price Per
Security on
Date of
Exercise
($)
Difference
Between Exercise
Price and Closing
Price on Date of
Exercise
($)
Total Value
on Exercise
Date
($)
Christopher D. Castle
President CEO and
Director
Stock Options 320,000 0.126 May 30, 2022 0.28 0.154 49,280
Jill Hatchwell
Director
Stock Options 150,000 0.126 Jun 14, 2022 0.23 0.104 15,600
Termination and Change of Control Benefits
The Company has no employment, consulting, or other agreements with its NEOs which provide for
termination or change of control benefits.
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth certain information pertaining to the Company’s equity compensation plan
as at the end of the most recently completed financial year:
Plan Category
Number of Securities to
be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
(a)
Weighted-average
Exercise Price of
Outstanding Options,
Warrants and Rights
(b)
Number of Securities Remaining
Available for Future Issuance
Under Equity Compensation
Plans (Excluding Securities
Reflected in Column (a))
(c)
Equity compensation plans
approved by securityholders
3,740,000 $0.18 4,792,928
Equity compensation plans not
approved by securityholders
N/A N/A 4,278,047
Total 3,740,000 $0.18 9,070,975
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
None of the directors or senior officers of the Company, no proposed nominee for election as a director of

- 13 -
the Company, and no associates or affiliates of any of them, is or has been indebted to the Company or its
subsidiaries at any time since the beginning of the Company’s last completed financial year.
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
No Insider of the Company, no proposed nominee for election as a director of the Company and no associate
or affiliate of any of the foregoing, has any material interest, direct or indirect, in any transaction since the
commencement of the Company’s last financial year or in any proposed transaction, which, in either case,
has materially affected or will materially affect the Company or any of its subsidiaries.
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON
Other than as set forth herein, management of the Company is not aware of any material interest, direct or
indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the
Meeting, other than the election of directors or the appointment of auditors, of any person or company who
has been: (a) if the solicitation is made by or on behalf of management of the Company, a director or
executive officer of the Company at any time since the beginning of the Company’s last financial year; (b)
if the solicitation is made other than by or on behalf of management of the Company, any person or company
by whom or on whose behalf, directly or indirectly, the solicitation is made; (c) any proposed nominee for
election as a director of the Company; or (d) any associate or affiliate of any of the foregoing persons or
companies.
MANAGEMENT CONTRACTS
Management functions of the Company and its subsidiaries are substantially performed by the Company’s
directors and executive officers. The Company has not entered into any contracts, agreements or
arrangements with parties other than its directors and executive officers for the provision of such
management functions.
CORPORATE GOVERNANCE
General
The Board believes that good corporate governance improves corporate performance and benefits all
shareholders. National Policy 58-201 - Corporate Governance Guidelines provides non-prescriptive
guidelines on corporate governance practices for reporting issuers such as the Company. In addition,
National Instrument 58-101 - Disclosure of Corporate Governance Practices (“NI 58-101”) prescribes
certain disclosure by the Company of its corporate governance practices. This disclosure is presented
below.
Board of Directors
The Board facilitates its exercise of independent supervision over the Company’s management through
frequent meetings of the Board.
The Board is comprised of six (6) directors, of whom each of Jill Hatchwell, Robert Goodden, and Ryan
Wong are independent for the purposes of NI 58-101. Christopher D. Castle is not independent since he
serves as the President and Chief Executive Officer of the Company and Colin Randall is not independent
as he serves as an executive director. Linda J. Sanders is not independent as she is the de facto partner of
Chris Castle.

- 14 -
Directorships
Certain of the directors and proposed directors are also directors of other reporting issuers, as follows:
Name Name and Jurisdiction of Reporting Issuer Name of Trading Market
Christopher D. Castle Aorere Resources Ltd.
Decklar Resources Ltd.
USX
TSXV
Jill Hatchwell Aorere Resources Ltd. USX
Linda J. Sanders Aorere Resources Ltd. USX
Orientation and Continuing Education
New Board members receive an orientation package which includes reports on operations and results, and
public disclosure filings by the Company. Board meetings are sometimes held at the Company’s offices
and, from time to time, are combined with presentations by the Company’s management to give the
directors additional insight into the Company’s business. In addition, management of the Company makes
itself available for discussion with all Board members.
Ethical Business Conduct
The Board has found that the fiduciary duties placed on individual directors by the Company’s governing
corporate legislation and the common law and the restrictions placed by applicable corporate legislation on
an individual director’s participation in decisions of the Board in which the director has an interest have
been sufficient to ensure that the Board operates independently of management and in the best interests of
the Company.
Nomination of Directors
The Board considers its size each year when it considers the number of directors to recommend to the
shareholders for election at the annual meeting of shareholders, taking into account the number required to
carry out the Board’s duties effectively and to maintain a diversity of view and experience.
The Board does not have a nominating committee, and these functions are currently performed by the Board
as a whole. However, if there is a change in the number of directors required by the Company, this policy
will be reviewed.
Compensation Governance
The Compensation Committee is responsible for, among other things, evaluating the performance of the
Company’s executive officers, determining or making recommendations with respect to the compensation
of the Company’s executive officers, making recommendations with respect to director compensation,
incentive compensation plans and equity-based plans, making recommendations with respect to the
compensation policy for the employees of the Company or its subsidiaries and ensuring that the Company
is in compliance with all legal requirements with respect to compensation disclosure. In performing its
duties, the Compensation Committee has the authority to engage such advisors, including executive
compensation consultants, as it considers necessary.
The Compensation Committee is currently composed of Robert Goodden and Ryan Wong both of whom
are independent directors within the meaning set out in NI 58-101. Both members of the Compensation
Committee are experienced participants in business or finance, and have sat on the board of directors of

- 15 -
other companies, charities or business associations, in addition to the Board of the Company.
The Board does not have a pre-determined compensation plan. The Company does not engage in
benchmarking practices and the process for determining executive compensation is at the discretion of the
Board. For further discussion, see “Executive Compensation – Compensation Discussion and Analysis”
above.
The Compensation Committee has not engaged the services of independent compensation consultants to
assist it by making recommendations to the Board with respect to director and executive officer
compensation.
Other Board Committees
The Board has no other committees, other than the Audit Committee and Compensation Committee.
Assessments
No formal policy has been established to monitor the effectiveness of the directors, the Board and its
committees.
AUDIT COMMITTEE
Under National Instrument 52-110 – Audit Committees (“NI 52-110”) reporting issuers are required to
provide disclosure with respect to its Audit Committee including the text of the Audit Committee’s Charter,
composition of the Committee, and the fees paid to the external auditor. The Company provides the
following disclosure with respect to its Audit Committee:
Audit Committee Charter
1. Purpose of the Committee
1.1 The purpose of the Audit Committee is to assist the Board in its oversight of the integrity of the
Company’s financial statements and other relevant public disclosures, the Company’s compliance with
legal and regulatory requirements relating to financial reporting, the external auditors’ qualifications
and independence and the performance of the internal audit function and the external auditors.
2. Members of the Audit Committee
2.1 At least one member must be “financially literate” as defined under NI 52-110, having sufficient
accounting or related financial management expertise to read and understand a set of financial
statements, including the related notes, that present a breadth and level of complexity of accounting
issues that are generally comparable to the breadth and complexity of the issues that can reasonably
be expected to be raised by the Company’s financial statements.
2.2 The Audit Committee shall consist of no less than three Directors.
2.3 At least one member of the Audit Committee must be “independent” as defined under NI 52-110,
while the Company is in the developmental stage of its business.
3. Relationship with External Auditors
3.1 The external auditors are the independent representatives of the shareholders, but the external auditors
are also accountable to the Board of Directors and the Audit Committee.

- 16 -
3.2 The external auditors must be able to complete their audit procedures and reviews with professional
independence, free from any undue interference from the management or directors.
3.3 The Audit Committee must direct and ensure that the management fully co-operates with the external
auditors in the course of carrying out their professional duties.
3.4 The Audit Committee will have direct communications access at all times with the external auditors.
4. Non-Audit Services
4.1 The external auditors are prohibited from providing any non-audit services to the Company, without
the express written consent of the Audit Committee. In determining whether the external auditors will
be granted permission to provide non-audit services to the Company, the Audit Committee must
consider that the benefits to the Company from the provision of such services, outweighs the risk of
any compromise to or loss of the independence of the external auditors in carrying out their auditing
mandate.
4.2 Notwithstanding section 4.1, the external auditors are prohibited at all times from carrying out any of
the following services, while they are appointed the external auditors of the Company:
(i) acting as an agent of the Company for the sale of all or substantially all of the undertaking of the
Company; and
(ii) performing any non-audit consulting work for any director or senior officer of the Company in
their personal capacity, but not as a director, officer or insider of any other entity not associated
or related to the Company.
5. Appointment of Auditors
5.1 The external auditors will be appointed each year by the shareholders of the Company at the Annual
General and Special Meeting of the shareholders.
5.2 The Audit Committee will nominate the external auditors for appointment, such nomination to be
approved by the Board of Directors.
6. Evaluation of Auditors
6.1 The Audit Committee will review the performance of the external auditors on at least an annual basis,
and notify the Board and the external auditors in writing of any concerns in regards to the performance
of the external auditors, or the accounting or auditing methods, procedures, standards, or principles
applied by the external auditors, or any other accounting or auditing issues which come to the attention
of the Audit Committee.
7. Remuneration of the Auditors
7.1 The remuneration of the external auditors will be determined by the Board of Directors, upon the
annual authorization of the shareholders at each general meeting of the shareholders.
7.2 The remuneration of the external auditors will be determined based on the time required to complete
the audit and preparation of the audited financial statements, and the difficulty of the audit and
performance of the standard auditing procedures under generally accepted auditing standards and
generally accepted accounting principles of Canada.

- 17 -
8. Termination of the Auditors
8.1 The Audit Committee has the power to terminate the services of the external auditors, with or without
the approval of the Board of Directors, acting reasonably.
9. Funding of Auditing and Consulting Services
9.1 Auditing expenses will be funded by the Company. The auditors must not perform any other
consulting services for the Company, which could impair or interfere with their role as the independent
auditors of the Company.
10. Role and Responsibilities of the Internal Auditor
10.1 At this time, due to the Company’s size and limited financial resources, the Company’s Chief
Executive Officer and Chief Financial Officer are responsible for implementing internal controls and
performing the role as the internal auditor to ensure that such controls are adequate.
11. Oversight of Internal Controls
11.1 The Audit Committee will have the oversight responsibility for ensuring that the internal controls are
implemented and monitored, and that such internal controls are effective.
12. Continuous Disclosure Requirements
12.1 At this time, due to the Company’s size and limited financial resources, the Company’s Chief
Executive Officer and Chief Financial Officer are responsible for ensuring that the Company’s
continuous reporting requirements are met and in compliance with applicable regulatory requirements.
13. Other Auditing Matters
13.1 The Audit Committee may meet with the Auditors independently of the management of the Company
at any time, acting reasonably.
13.2 The Auditors are authorized and directed to respond to all enquiries from the Audit Committee in a
thorough and timely fashion, without reporting these enquiries or actions to the Board of Directors or
the management of the Company.
14. Annual Review
14.1 The Audit Committee Charter will be reviewed annually by the Board of Directors and the Audit
Committee to assess the adequacy of this Charter.
15. Independent Advisers
15.1 The Audit Committee shall have the power to retain legal, accounting or other advisors to assist the
Committee.
Composition of Audit Committee
Following the election of directors pursuant to this Information Circular, the following will be members of
the Audit Committee:
Linda J. Sanders Not Independent
(1)
Financially literate
(2)

Jill Hatchwell Independent
(1)
Financially literate
(2)

- 18 -
Ryan Wong Independent
(1)
Financially literate
(2)

(1)
A member of an audit committee is independent if the member has no direct or indirect material relationship with the
Company, which could, in the view of the Board of Directors, reasonably interfere with the exercise of a member’s
independent judgment. Linda J. Sanders is not independent as she is the de facto partner of Chris Castle.
(2)
An individual is financially literate if he has the ability to read and understand a set of financial statements that present a
breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that
can reasonably be expected to be raised by the Company’s financial statements.
Relevant Education and Experience
The relevant education and/or experience of each member of the Audit Committee is as follows:
Linda J. Sanders, Chair and Director
Ms. Sanders has significant board experience with New Zealand listed companies and community
organizations. Ms. Sanders has been a director of USX listed Aorere Resources Ltd. since 1989. She is also a
trustee of Golden Bay community organizations.
Jill Hatchwell, Director
Ms. Hatchwell is a director of Aorere Resources Ltd. (USX-listed), Promisia Healthcare Ltd (NZX listed) and
an executive director of Nevay Holdings, a financial advisory consultancy established in 1988 that advises a
range of clients in the private and public sector. Ms. Hatchwell has an extensive background in financial and
corporate management, was a Member of the Chartered Accountants Australia and New Zealand from 1982-
2023 and is a Chartered Member of the Institute of Directors in New Zealand. Ms. Hatchwell is a board member
of the Civil Aviation Authority of New Zealand, Ringa Hora Services Workforce Development Council and
Wellington Regional Economic Development Agency Ltd.
Ryan Wong, Director
Mr. Wong holds a Masters in Civil and Structural Engineering (UK), has over 17 years experience in
construction and property development in Malaysia ranging from residential, commercial to industrial,
during which he was the key person in the company dealing with financial institutions, negotiating finance
and conducting feasibility studies and overseeing contract tenders. He is a member of the Institute of
Directors New Zealand and a member of the Singapore Institute of Directors, he has recently obtained his
CHRBP qualification and PDPC/IAPP Practitioner Certificate (Singapore).
Audit Committee Oversight
At no time since the commencement of the Company’s most recently completed financial year was a
recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the
Board of Directors.
Reliance on Certain Exemptions
At no time since the commencement of the Company’s most recently completed financial year has the
Company relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services), or an
exemption from NI 52-110, in whole or in part, granted under Part 8 of National Instrument 52-110.

- 19 -
Pre-Approval Policies and Procedures
The Audit Committee is authorized by the Board of Directors to review the performance of the Company’s
external auditors and approve in advance provision of services other than auditing and to consider the
independence of the external auditors, including a review of the range of services provided in the context
of all consulting services bought by the Company. The Audit Committee is authorized to approve in writing
any non-audit services or additional work which the Chairman of the Audit Committee deems is necessary,
and the Chairman will notify the other members of the Audit Committee of such non-audit or additional
work and the reasons for such non-audit work for the Committee’s consideration, and if thought fit, approval
in writing.
External Auditor Service Fees
The fees billed by the Company’s external auditors in each of the last two financial years for audit and non-
audit related services provided to the Company or its subsidiaries (if any) are as follows:
Financial Year Ending
March 31
Audit Fees
($)
Audit Related Fees
($)
Tax Fees
($)
All Other Fees
($)
2023 91,772 968 Nil 92,740
2022 59,004 2,435 Nil 61,439
Exemption
As a TSX Venture Exchange listed issuer, the Company is exempt from the requirements of Part 3
Composition of the Audit Committee and Part 5 Reporting Obligations of NI 52-110.
ADDITIONAL INFORMATION
Financial information is provided in the Company’s audited annual financial statements and accompanying
management’s discussion and analysis (“MD&A”) for the year ended March 31, 2023.
Under National Instrument 51-102, Continuous Disclosure Obligations, any person or company who
wishes to receive financial statements from the Company may deliver a written request for such material to
the Company or the Company’s agent, together with a signed statement that the persons or company is the
owner of securities of the Company. Shareholders who wish to receive financial statements are encouraged
to send the enclosed mail card, together with the completed form of proxy, in the addressed envelope
provided, to the Company’s registrar and transfer agent, TSX Trust Company, Proxy Department, P.O. Box
721, Agincourt, Ontario, Canada M1S 0A1. The Company will maintain a supplemental mailing list of
persons or companies wishing to receive financial statements.
Shareholders may obtain copies of the Company’s financial statements and related MD&A by contacting
the Company at Level 1, 93 The Terrace, Wellington 6011 New Zealand or by telephone at 64-21-55-81-
85. Additional information relating to the Company is available on SEDAR+ at www.sedarplus.ca.
GENERAL
Unless otherwise specified, all matters referred to herein for approval by the Shareholders require a simple
majority of the Shareholders voting, in person or by proxy, at the Meeting. Where information contained
in this Information Circular, rests specifically within the knowledge of a person other than the Company,
the Company has relied upon information furnished by such person.

- 20 -
The contents of this Information Circular have been approved and this mailing has been authorized by the
Directors of the Company.
DATED as of the 6
th
day of October, 2023.
BY ORDER OF THE BOARD OF DIRECTORS OF
CHATHAM ROCK PHOSPHATE LIMITED
“Chris Castle”
Chris Castle,
President and Chief Executive Officer

---

Chatham Rock Phosphate Limited
Level 1, 93 The Terrace
Wellington 6011, New Zealand
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING
TAKE NOTICE that the 2023 Annual General and Special Meeting of Chatham Rock Phosphate Limited
(the “Company”) will be held at the Company’s office located at Level 1, 93 The Terrace, Wellington,
New Zealand on:
Thursday, November 16, 2023
at the hour of 5:00 o’clock in the afternoon (Wellington time) for the following purposes:
1. to receive the Report of the Directors;
2. to receive the financial statements of the Company for its fiscal year ended March 31, 2023,
and the report of the Auditors thereon;
3. to appoint Auditors for the ensuing year and to authorize the Directors to fix their
remuneration;
4. to determine the number of directors and to elect directors;
5. to ratify and approve the Company’s stock option plan as more particularly described in
the accompanying information circular; and
6. to transact such other business as may properly come before the Meeting.
The board of directors has fixed the close of business on October 6, 2023 as the Record Date for determining
holders of Shares who are entitled to vote at the Meeting.
Accompanying this Notice are an Information Circular and Form of Proxy.
Proxies are being solicited by the Board and management of the Company. Shareholders who are
unable to attend the Meeting in person and who wish to ensure that their Shares will be voted at the
Meeting are requested to complete, date and sign the enclosed form of proxy, or another suitable
form of proxy, and deliver it in accordance with the instructions set forth in the form of proxy and
in the Circular.
Shareholders who are not Registered Shareholders but who plan to attend the Meeting must follow
the instructions set forth in the voting instruction form or proxy form sent to them. If you hold your
Shares in a brokerage account, you are not a Registered Shareholder.
DATED this 6
th
day of October, 2023.
BY ORDER OF THE BOARD OF DIRECTORS OF
CHATHAM ROCK PHOSPHATE LIMITED
“Chris Castle”
Chris Castle,
President and Chief Executive Officer

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Appointment of Proxyholder

I/We, being holder(s) of common shares of CHATHAM ROCK PHOSPHATE LIMITED (the
“Company”), hereby appoint: Chris Castle, President, or failing him, Linda Sanders, Director (the
“Management Nominees”) OR
_____________________________________________________________________________
Print the name of the person you are appointing if this person is someone other than the
individuals listed above

as proxy of the undersigned, to attend, act and vote on behalf of the undersigned in accordance
with the below direction (or if no directions have been given, as the proxy sees fit) on all the
following matters and any other matter that may properly come before the annual general and
special meeting of shareholders of the Company on November 16, 2023, at 5:00 p.m.
(Wellington time), at the Company’s office located at Level 1, 93 The Terrace, Wellington, New
Zealand (the “Meeting”), and at any and all adjournments or postponements thereof in the
same manner, to the same extent and with the same powers as if the undersigned were
personally present, with full power of substitution.

Management recommends voting FOR Resolutions 1-4. Please use a dark black pencil or pen.








Under Canadian Securities Law, you are entitled to receive certain investor
documents. If you wish to receive such material, please tick the applicable boxes
below. You may also go to our website services.tsxtrust.com/financialstatements
and input code 1711A.

 I would like to receive quarterly financial statements
 I would like to receive annual financial statements

 I would like to receive the information circular for the next meeting
 I would like to receive future mailings by email at
______________________


I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby
revoke any proxy previously given with respect to the Meeting. If no voting instructions are
indicated above, this proxy will be voted FOR each matter by the Management Nominees or, if
you appoint another proxyholder, as that other proxyholder sees fit. On any amendments or
variations proposed or any new business properly submitted before the Meeting, I/We authorize
you to vote as you see fit.


____________________________________________ _________________________
Signature(s) Date

Please sign exactly as your name(s) appear on this proxy. Please see reverse for instructions. All
proxies must be received no later than 5:00 p.m. (Wellington time) on Tuesday, November 14,
2023.















FOR

AGAINST
4. Stock Option Plan
To ratify and approve the Company’s stock option plan as more
particularly described in the accompanying information circular

FOR AGAINST
1. Appointment of Auditor
To appoint Grant Thornton LLP as the Auditor of the Company
for the ensuing year, and to authorize the directors to fix the
remuneration to be paid to the Auditor

FOR AGAINST
2. Number of Directors
To fix the number of directors of the Company for the ensuing
year at six (6)

FOR WITHHOLD
3. Election of Directors
1. CHRIS CASTLE

2. ROBERT GOODDEN

3. LINDA SANDERS

4. JILL HATCHWELL

5. RYAN WONG

6. COLIN RANDALL

PROXY FORM – Annual General and Special Meeting of Shareholders of
CHATHAM ROCK PHOSPHATE LIMITED to be held on Thursday, November 16,
2023 at 5:00 p.m. (Wellington time)(the “Meeting”)

Notes to Proxy

1. This proxy must be signed by a holder or his or her attorney duly authorized in writing. If you
are an individual, please sign exactly as your name appears on this proxy. If the holder is a
corporation, a duly authorized officer or attorney of the corporation must sign this proxy, and if
the corporation has a corporate seal, its corporate seal should be affixed.

2. If the securities are registered in the name of an executor, administrator or trustee, please sign
exactly as your name appears on this proxy. If the securities are registered in the name of a
deceased or other holder, the proxy must be signed by the legal representative with his or her
name printed below his or her signature, and evidence of authority to sign on behalf of the
deceased or other holder must be attached to this proxy.

3. Some holders may own securities as both a registered and a beneficial holder; in which case
you may receive more than one Circular and will need to vote separately as a registered and
beneficial holder. Beneficial holders may be forwarded either a form of proxy already signed by
the intermediary or a voting instruction form to allow them to direct the voting of securities they
beneficially own. Beneficial holders should follow instructions for voting conveyed to them by
their intermediaries.

4. If a security is held by two or more individuals, any one of them present or represented by
proxy at the Meeting may, in the absence of the other or others, vote at the Meeting. However,
if one or more of them are present or represented by proxy, they must vote together the number
of securities indicated on the proxy.

All holders should refer to the Proxy Circular for further information regarding completion and
use of this proxy and other information pertaining to the Meeting.

This proxy is solicited by and on behalf of Management of the Corporation.

As noted above, this proxy confers discretionary authority on the person named to vote in his or
her discretion with respect to amendments or variations to the matter identified in the notice of
meeting accompanying the proxy or such other matters which may properly come before the
Meeting or any adjournment or postponement, thereof, whether or not the matter is routine
and whether or not the matter is contested.










HOW TO VOTE


MAIL, FAX or EMAIL

 Complete and return your signed proxy in the envelope provided or send to:

TSX Trust Company
P.O. Box 721
Agincourt, ON M1S 0A1

 You may alternatively fax your proxy to 416-595-9593 or scan and email to
proxyvote@tmx.com.

An undated proxy is deemed to be dated on the day it was received by TSX.

If you wish to receive investor documents electronically in future, please visit
services.tsxtrust.com/edelivery to enrol.


All proxies must be received no later than no later than 5:00 p.m. (Wellington time)
on Tuesday, November 14, 2023.

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CHATHAM ROCK PHOSPHATE LIMITED
ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
Under Canadian securities law, you are entitled to receive certain investor documents. If you wish to
receive them, please either complete and return this card by mail (see address below) or you may also
go to the TSX Trust Company website services.tsxtrust.com/financialstatements and input code
1711A.
I would like to receive quarterly financial statements
I would like to receive annual financial statements
I would like to receive the reports, via e‐mail, at the address below:
________________________________________
By providing my email address, I hereby acknowledge and consent to all provisions outlined in the
following:
services.tsxtrust.com/edelivery
_________________________________ __________________________
Signature(s) Date
As long as you remain a shareholder, you will receive this card each year and will be required to renew
your request to receive these financial statements. If you have any questions about this procedure, please
contact TSX Trust Company by phone at 1-800-387-0825 or (416) 682-3860 or
at shareholderinquiries@tmx.com.
Name:__________________________________________
Address:_________________________________________
________________________________________________
________________________________________________
Postal Code/Zip Code: ______________________________
TSX Trust Company
Account Maintenance Team
301 - 100 Adelaide Street West
Toronto, ON M5H 4H1

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Appointee

I/We, being holder(s) of common shares of CHATHAM ROCK PHOSPHATE LIMITED (the
“Corporation”), hereby appoint: Chris Castle, President, or failing him, Linda Sanders, Director
(the “Management Nominees”) OR
___________________________________________________________________
To attend the meeting or to appoint someone to attend on your behalf, print that name here

as proxy of the undersigned, to attend, act and vote on behalf of the undersigned in accordance
with the below direction (or if no directions have been given, as the proxy sees fit) on all the
following matters and any other matter that may properly come before the annual general and
special meeting of shareholders of the Company on November 16, 2023, at 5:00 p.m.
(Wellington time), at the Company’s office located at Level 1, 93 The Terrace, Wellington, New
Zealand (the “Meeting”), and at any and all adjournments or postponements thereof in the
same manner, to the same extent and with the same powers as if the undersigned were
personally present, with full power of substitution. N
C 27512-9903
FOR AGAINST
1. Appointment of Auditor
To appoint Grant Thornton LLP as the Auditor of the Company for
the ensuing year, and to authorize the directors to fix the
remuneration to be paid to the Auditor

FOR AGAINST
2. Number of Directors
To fix the number of directors of the Company for the ensuing
year at six (6)

FOR WITHHOLD
3. Election of Directors
1. CHRIS CASTLE

2. ROBERT GOODDEN

3. LINDA SANDERS

4. JILL HATCHWELL

5. RYAN WONG

6. COLIN RANDALL




Management recommends voting FOR the following Resolutions. Please use dark black pencil or pen.

FOR AGAINST
4. Stock Option Plan
To ratify and approve the Company’s stock option plan as more
particularly described in the accompanying information circular



I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby
revoke any instructions previously given with respect to the Meeting. If no voting instructions
are indicated above, this VIF will be voted FOR a matter by Management’s appointees or, if
you appoint another person, as such other person sees fit. On any amendments or
variations proposed or any new business submitted properly before the Meeting, I/We
authorize you to vote as you see fit.

_________________________________________________ _______________________
Signature(s) Date

Please sign exactly as your name(s) appear on this VIF. Please see reverse for additional
instructions. All VIFs must be received no later than 5:00 p.m. (Wellington time) on Tuesday,
November 14, 2023.

Voting Instruction Form (VIF) – Annual General and Special Meeting of
Shareholders of CHATHAM ROCK PHOSPHATE LIMITED to be held on
Thursday, November 16, 2023 at 5:00 p.m. (Wellington time) (the “Meeting”)

1. We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders
of the series or class of securities that are held on your behalf by the intermediary identified above.
Unless you attend the meeting and vote in person, your securities can be voted only by management,
as proxy holder of the registered holder, in accordance with your instructions.

2. We are prohibited from voting these securities on any of the matters to be acted upon at the
meeting without your specific voting instructions. In order for these securities to be voted at the
meeting, it will be necessary for us to have your specific voting instructions. Please complete and
return the information requested in this VIF to provide your voting instructions to us promptly.

3. If you want to attend the meeting and vote in person, please write your name in the place provided
for that purpose in this form. You can also write the name of someone else whom you wish to attend
the meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in
the space provided will have full authority to present matters to the meeting and vote on all matters
that are presented at the meeting, even if those matters are not set out in this form or the
Information Circular. Consult a legal advisor if you wish to modify the authority of that person in any
way. If you require help, please contact the Registered Representative who services your account.

4. This VIF should be signed by you in the exact manner as your name appears on the VIF. If these
voting instructions are given on behalf of a body corporate set out the full legal name of the body
corporate, the name and position of the person giving voting instructions on behalf of the body
corporate and the address for service of the body corporate.

5. If this VIF is not dated, it will be deemed to bear the date on which it is mailed by management to
you.

6. When properly signed and delivered, securities represented by this VIF will be voted as directed
by you, however, if such a direction is not made in respect of any matter, the VIF will direct the
voting of the securities to be made as recommended in the documentation provided by
Management for the meeting.

7. This VIF confers discretionary authority on the appointee to vote as the appointee sees fit in respect
of amendments or variations to matters identified in the notice of meeting or other matters as may
properly come before the meeting or any adjournment thereof.

8. Your voting instructions will be recorded on receipt of the VIF.

9. By providing voting instructions as requested, you are acknowledging that you are the beneficial
owner of, and are entitled to instruct us with respect to the voting of, these securities.

10. If you have any questions regarding the enclosed documents, please contact the Registered
Representative who services your account.

11. This VIF should be read in conjunction with the Information Circular and other proxy materials
provided by Management.
How to Vote


MAIL, FAX or EMAIL
 Complete and return your signed proxy in the envelope provided or send to:

TSX Trust Company
P.O. Box 721
Agincourt, ON M1S 0A1

 You may alternatively fax your proxy to 416-595-9593 or scan and email to
proxyvote@tmx.com.

An undated VIF is deemed to be dated on the day it was received by TSX.

If you wish to receive investor documents electronically in future, please visit
services.tsxtrust.com/edelivery to enrol.


All VIFs must be received no later than 5:00 p.m. (Wellington time) on Tuesday,
November 14, 2023.