Notice of Shareholder meeting and related documents

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 “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 13, 2025 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 (the “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 Circular is given as at October 7, 2025.
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,
and by deleting from the proxy the names of the Management Designees, or by completing another

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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 register to MUFG Corporate Markets, Level 30, PwC
Tower, 15 Customs Street West, Auckland 1010, New Zealand or scan and email to
meetings.nz@cm.mpms.mufg.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 Share held or
represented, respectively. Each Shareholder may instruct their proxyholder how to vote their Shares by
completing the blanks on the proxy. All 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 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 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.

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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
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 Shares, without nominal or par value, of which as
at the date hereof 112,247,770 Shares are issued and outstanding.
The holders of Shares of record at the close of business on the record date, set by the directors of the Company
to be October 7, 2025, are entitled to vote such Shares at the Meeting on the basis of one vote for each 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)

General Research GmbH
(2)

11,960,264
10.7%
(1)
Calculated using the issued and outstanding share capital figure as at October 7 ,2025, being 112,247,770 shares.
(2)
General Research GmbH is a privately held company controlled by Dr. Georg Hochwimmer, a director of the Company.
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 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.
1. Financial Statements
The audited financial statements of the company for the financial year ended March 31, 2025 (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.
2. 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 Shares are to be withheld from voting on
the appointment of auditors.
3. Election of Directors
The board of directors of the Company (the “Board” or the “Board of Directors”) currently consists of seven
(7) 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 seven (7) 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 seven (7)
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 seven (7).
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 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

Shares: 1,041,390
(2)

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

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Robert Goodden
(1)(3)

United Kingdom
Director since February 2017

Shares: 87,740
Independent Director.
Jill Hatchwell
(1)(4)

New Zealand
Director since February 2017

Shares: 99,619
(5)

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

Germany
Director since May 2024

Shares: 11,960,264
(6)

Founder of General Research GmbH, a consulting
company providing financial analysis, corporate finance
and investor relations advice. Director of several listed
companies of the TSXV and CSE.
Colin Randall
(1)

Australia
Director since June 2021

Shares: 11,013,137
(7)


Mining Engineer Consultant.
Linda J. Sanders
(1)(4)
New Zealand
Director since February 2017
Chair since October 2019

Shares: 346,710
(8)

Communications Consultant and director of listed and
unlisted companies and community organisations.
Ryan Wong
(1)(3)(4)

Malaysia
Director since June 2017

Shares: 2,000,000
Director of Caldecott Construction Sdn. Bhd.
(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 Compensation Committee.
(4)
Member of the Audit Committee.
(5)
Of which 9,484 shares are held through a Family Trust, but Ms. Hatchwell has control or direction over them.
(6)
All of these shares are held through General Research GmbH but Dr. Hochwimmer has control or direction over them.
(7)
Of this amount, Mr. Randall has control or direction over 4,052,326 shares held by the Randall Family Trust, and a further
116,279 shares through Droneen Pty Ltd., which Mr. Randall is the beneficial owner of.
(8)
Of which 2,122 shares are held through LJ Sanders Consulting Limited, a company controlled by Ms. Sanders.

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Corporate Cease Trade Orders or Bankruptcies
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
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.
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.
4. 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
112,247,770 shares of the Company issued and outstanding, and therefore the current 10% threshold is
11,224,777 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.

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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 with the exception of grants to Investor Relations
Service Providers (as defined under the policies of the Exchange), which must vest in stages over a period
of not less than 12 months, and which vesting schedule may not be accelerated, all in accordance with the
terms of the new Stock Option Plan. Lastly, the definition of “Insider” under the new Stock Option Plan
has been amended to match that contained in the policies of the Exchange.
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.
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 1,041,390
(1)

Linda J. Sanders, Chair and Director 346,710
(2)

Robert Goodden, Director 87,740
Jill Hatchwell, Director 99,619
(3)

Dr. Georg Hochwimmer, Director 11,960,264
(4)

Ryan Wong, Director 2,000,000
Colin Randall, Director
11,013,137
(5)

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Name of Insider, Associate or Affiliate Number of Shares
Robyn Hamilton, CFO 61,495
(6)

Ray Wood, COO 236,830
(7)

(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)
All of these shares are held through General Research GmbH but Dr. Hochwimmer has control or direction over them.
(5)
Of this amount, Mr. Randall has control or direction over 4,052,326 shares held by the Randall Family Trust, and a further
116,279 shares through Droneen Pty Ltd., which Mr. Randall is the beneficial owner of.
(6)
All of which are held jointly with Ms. Hamilton’s spouse but Ms. Hamilton has control or direction over them.
(7)
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, 2025)
For purposes of this 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.

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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.

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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
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, 2024 and March 31, 2025:
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
2025
2024
58,193
72,434
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
58,193
72,434
Linda J. Sanders
Chair and Director
2025
2024
9,914
9,867
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
9,914
9,867
Robert Goodden
Director
2025
2024
9,586
9,897
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
9,586
9,897
Jill Hatchwell
Director
2025
2024
19,880
16,034
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
19,880
16,034
Dr. Georg
Hochwimmer
Director
2025
2024
9,914
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
9,914
Nil

- 12 -


Name and Principal
Position Year
Salary,
Consulting
Fee, Retainer
of Commission
($)
Bonus
($)
Committee
or Meeting
Fees
($)
Value of
Perquisites
($)
Value of all
Other
Compensation
($)
Total
Compensation
($)
Colin Randall
Director
2025
2024
55,606
73,746
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
55,606
73,746
Ryan Wong
Director
2025
2024
9,914
9,897
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
9,914
9,897
Robyn Hamilton
CFO
2025
2024
36,765
32,627
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
36,765
32,627
Ray Wood
COO
2024
2023
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
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
No stock options were exercised during the year ended March 31, 2025 by directors and Named Executive
Officers.
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
2,430,000 $0.13 8,050,862
Equity compensation plans not
approved by securityholders
N/A N/A 743,915
Total 2,430,000 $0.13 8,794,777

- 13 -


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
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
Except as described below, 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.
July 2025 Private Placement
On July 24, 2025, the Company completed a non-brokered private placement (the “July 2025 Private
Placement”) of an aggregate of 2,764,003 units at CAD$0.05 per unit (NZD$0.06 or AUD$0.057) for gross
proceeds of CAD$138,200.15 (NZD$165,840.18 or AUD$157,548.17). Each unit consisted of one
Common Share of the Company and one common share purchase warrant of the Company, with each
warrant being exercisable to purchase one additional Common Share at $0.10 until November 25, 2025.
Certain insiders of the Company (the “Insider Placees”) purchased a total of 1,761,670 units under the
July 2025 Private Placement, as follows:
Insider Placee Number of Units Acquired
General Research GmbH
(wholly owned by Dr. Georg Hochwimmer, Director)
1,581,670
Christopher Castle
(President, CEO and Director)
180,000

The Insider Placees participated in the July 2025 Private Placement for investment purposes. The
subscription of the Insider Placees contributed CAD$88,083.50 (NZD$105,700.20 or AUD$100,415.19)
of gross proceeds to the Company’s treasury. The participation of the Insider Placees in the July 2025
Private Placement received applicable disinterested director’s approval.
December 2024 Private Placement
On December 6, 2024, the Company completed a non-brokered private placement (the “December 2024
Private Placement”) of an aggregate of 3,075,992 Common Shares of the Company at CAD$0.08 per
Common Share (NZD$0.095 or AUD$0.086) for gross proceeds of CAD$246,079.36 (NZD$292,219.24
or AUD$264,535.31). Certain insiders of the Company (the “Insider Placees”) purchased a total of
175,279 Common Shares under the December 2024 Private Placement, as follows:

- 14 -


Insider Placee Number of Shares Acquired
Droneen Pty Ltd.
(of which Colin Randall, Director, is the beneficial
owner)
116,279
Colin Randall
(Director)
59,000

The subscription of the Insider Placees contributed CAD$14,022.32 (NZD$16,651.51 or AUD$15,073.99)
of gross proceeds to the Company’s treasury.
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 seven (7) directors, of whom each of Robert Goodden, Jill Hatchwell, and
Dr. Georg Hochwimmer 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

- 15 -


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.
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 Decklar Resources Ltd. TSXV
Jill Hatchwell Promisia Healthcare Limited NZX
Dr. Georg Hochwimmer
Restart Life Sciences Corp. (formerly Nova
Mentis Life Science Corp.)
Blockmate Ventures Inc.
CSE

TSXV
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.

- 16 -


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
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.

- 17 -


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.
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

- 18 -


performance of the standard auditing procedures under generally accepted auditing standards and
generally accepted accounting principles of Canada.
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 Circular, the following will be members of the Audit
Committee:

- 19 -


Linda J. Sanders Not Independent
(1)
Financially literate
(2)

Jill Hatchwell Independent
(1)
Financially literate
(2)

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.. She is also a trustee of Golden Bay community organizations.
Jill Hatchwell, Director
Ms. Hatchwell is a director of 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 19 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.

- 20 -


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
($)
All Other Fees
($)
2025 113,323 7,464 Nil 120,787
2024 102,270 3,666 Nil 105,936
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, 2025.
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, email to chris@crpl.co.nz 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 Circular, rests specifically within the knowledge of a person other than the Company, the Company
has relied upon information furnished by such person.

- 21 -


The contents of this Circular have been approved and this mailing has been authorized by the Directors of
the Company.
DATED as of the 7
th
day of October, 2025.
BY ORDER OF THE BOARD OF DIRECTORS OF
CHATHAM ROCK PHOSPHATE LIMITED
“Chris Castle”
Chris Castle,
President and Chief Executive Officer

---

LODGE YOUR PROXY
Online:
https://nz.investorcentre.mpms.mufg.com/voting/CRP

Scan & email:
meetings.nz@cm.mpms.mufg.com Mail:
Use the enclosed reply paid
Deliver: envelope or address to:
MUFG Pension & Market Services MUFG Pension & Market Services
Level 30, PwC Tower, PO Box 91976
15 Customs Street West, Auckland 1142
Auckland 1010
Scan this QR code with your smartphone and vote online

General Enquiries

+64 9 375 5998 | enquiries.nz@cm.mpms.mufg.com

PROXY FORM/ADMISSION CARD CHATHAM ROCK PHOSPHATE LIMITED ANNUAL AND SPECIAL MEETING 2025
The Annual General and Special Meeting and of Shareholders 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, 13 November 2025 at 5:00pm.
Appointment of proxy
If you DO NOT propose to ATTEND the Annual Meeting please complete and return this form (in accordance with the lodgement instructions above) to
be received by MUFG Pension & Market Services (the share registry), no later than 5:00pm, on Monday, 10 November 2025. You can also appoint
your proxy and vote on the resolutions on the reverse of this form online by going to https://nz.investorcentre.mpms.mufg.com/voting/CRP or by scanning
the QR code above with your smartphone. Your proxy need not be a Shareholder of the Company. You may appoint the Chairman of the Meeting as your
proxy by entering “Chairman” in the relevant space on the reverse of this form.

Voting of your holding
Direct your proxy how to vote by making the appropriate election, either online or on this Proxy Form, in respect of each item of business. If you return
this form without directing the proxy how to vote on any particular matter the proxy may vote as he/she thinks fit or abstain from voting (providing the proxy
is eligible to vote on that matter). If this Proxy Form is returned duly signed by a Shareholder with voting instructions included, but without specifying a
person that is appointed as proxy, the Chairman is deemed to be the proxy for the purpose of that form, but only to vote to the extent of the voting
instructions provided.

Voting Restrictions
Resolution 4: The Stock Option Plan must be approved by a majority of “disinterested shareholders” entitled to vote in person or by proxy at the Meeting.
“Disinterested shareholders” mean all Shareholder of the Company who are not directors, officers, promotors or other insiders of the Company, their
associates or affiliates.


Attending the Meeting
If you wish to vote in person, you should attend the Meeting. Please bring this Proxy Form/Admission Card with you to the Meeting to assist with
your registration. A corporation may appoint a person to attend and vote at the Meeting as its representative in the same manner as that in which it could
appoint a proxy. That person need not also be a shareholder.

Signing instructions for proxy forms

Individual
Where the holding is in one name, the shareholder must sign the Proxy Form.

Joint Holding
Where the holding is in more than one name, either of the joint shareholders may sign the Proxy Form.

Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the power of attorney under which it was signed (if not previously provided to the
Registrar), and a signed certificate of non-revocation of the power of attorney must accompany this Proxy Form.

Corporate Shareholder
In the case of a corporate shareholder, a duly authorised officer or director must sign this Proxy Form. Persons who sign on behalf of a corporate
shareholder must be acting with that corporate shareholder’s express or implied authority, or execute under the common seal of the corporate shareholder
(if it has one).

PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder/s of Chatham Rock Phosphate Limited:

hereby appoint _____________________________________________of________________________________________________
(Full Name) (Full Address)

Or failing him/her____________________________________________of________________________________________________
(Full Name) (Full Address)
As my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held at 5:00pm (NZT) on Thursday, 13 November 2025
and at any adjournment of that meeting.
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: For each resolution you must tick one box.
ORDINARY BUSINESS
To consider and, if thought fit, pass the following ordinary resolutions:

Tick (✓) in box to vote

For Abstain
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 seven (7)




For Abstain
3.
Election of Directors


a) Christopher D. Castle

b) Robert Goodden

c) Jill Hatchwell

d) Dr.Georg Hochwimmer

e) Colin Randall

f) Linda J. Sanders

g) Ryan Wong




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

and to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the meeting (or
any adjournment thereof). Unless otherwise instructed as above, the proxy will vote on each resolution as he/she sees fit, or may abstain from voting.
The proxy is appointed only in respect of the above meeting or any adjournment thereof.
STEP 3: SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed

Signed this ___________________________________________________ day of _____________________________________________2025

Signature _________________________________________________________________________________________________________
This must be completed


Contact Name: Daytime contact number:

Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor
communications by email please provide your email address below.

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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
“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 13, 2025, 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.







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 November 10, 2025.






























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


FOR WITHHOLD
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 seven (7)

FOR WITHHOLD
3. Election of Directors
1. CHRISTOPHER D. CASTLE

2. ROBERT GOODDEN

3. JILL HATCHWELL

4. DR. GEORG HOCHWIMMER

5. COLIN RANDALL

6. LINDA J. SANDERS

7. RYAN WONG

Voting Instruction Form (VIF) – Annual General and Special Meeting of
Shareholders of CHATHAM ROCK PHOSPHATE LIMITED to be held on
November 13, 2025 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. I 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
Attn: Proxy Department
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.




All proxies must be received no later than no later than 5:00 p.m. (Wellington time)
on November 10, 2025.

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Chatham Rock Phosphate Limited
Level 1, 93 The Terrace
Wellington 6011, New Zealand
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING
TAKE NOTICE that the Annual General and Special Meeting (the “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 13, 2025 at 5:00 p.m. (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, 2025,
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 fix the number of directors at seven and to elect the board of directors of the Company
for the ensuing year;
5. to ratify 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 7, 2025 as the Record Date for determining
holders of Shares who are entitled to vote at the Meeting.
Accompanying this Notice are an information circular dated October 7, 2025 (the “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 7
th
day of October, 2025.
BY ORDER OF THE BOARD OF DIRECTORS OF
CHATHAM ROCK PHOSPHATE LIMITED
“Chris Castle”
Chris Castle,
President and Chief Executive Officer