Chatham Rock Phosphate Limited logo

Chatham Financial Statements & M D & A at 31.12.2025

Earnings Results2 March 2026CRPIndustrials

Consolidated Financial Statements
(Expressed in Canadian dollars)


CHATHAM ROCK PHOSPHATE LIMITED

For the three and nine months ended December 31, 2025 and 2024


Unaudited


1




CONTENTS



Notice of No Auditor Review of Consolidated Interim Financial Statements 2

Consolidated Interim Statement of Financial Position 3

Consolidated Interim Statement of Operations and Comprehensive Loss 4

Consolidated Interim Statement of Changes in Equity 5

Consolidated Interim Statement of Cash Flows 6

Notes to the Consolidated Financial Statements 7-38




2


NOTICE OF NO AUDITOR REVIEW OF

CONSOLIDATED INTERIM FINANCIAL STATEMENTS





Under National Instrument 51-102, part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the

condensed consolidated interim financial statements, they must be accompanied by a notice indicating that the

financial statements have not been reviewed by an auditor.


The accompanying unaudited condensed consolidated interim financial statements of Chatham Rock Phosphate

Limited (the “Company”) have been prepared by management and approved by the Audit Committee and Board

of Directors of the Company. They include appropriate accounting principles, judgment and estimates in

accordance with IFRS for interim financial statements.


The Company’s independent auditors have not performed a review of these condensed consolidated interim

financial statements in accordance with the standards established by the Chartered Professional Accountants of

Canada for a review of condensed interim financial statements by an entity’s auditors.



3


CHATHAM ROCK PHOSPHATE LIMITED

Consolidated Statement of Financial Position

(Expressed in Canadian dollars)


As at December 31, As at March 31,

Notes

2025 2025





Assets









Current assets:





Cash and cash equivalents



71,441 35,206

Accounts receivable and other receivables



43,310 18,561

Prepayments



45,639 32,178



160,390 85,945





Non-current assets:




Other financial assets


19,961 20,082

Investment in equity accounted investee

3(a)

26,492 25,979

Property, plant & equipment


5,220 7,488

Right of use assets

7

- 26,348

Mineral property interest

5

6,596,800 6,710,333



6,648,473 6,790,231





Total assets


6,808,863


6,876,175




Liabilities and Shareholders’ Equity






Current liabilities:



Trade and other payables

6

525,375 370,722

Lease liabilities

7

- 29,412



525,375 400,134




Total liabilities


525,375 400,134




Shareholders’ equity:



Share capital

8

44,017,911 43,723,004

Foreign currency translation reserve


(828,863) (691,789)

Employee share option reserve


496,907 165,682

Non-controlling interests


44,122 -

Accumulated deficit


(37,446,589) (36,720,856)

Total shareholders’ equity


6,283,488 6,476,041





Total liabilities and shareholders’ equity


6,808,863


6,876,175


Commitments and contingencies (Note 16)


The accompanying notes form an integral part of these consolidated financial statements.



4


CHATHAM ROCK PHOSPHATE LIMITED

Consolidated Statements of Operations and Comprehensive Loss

(Expressed in Canadian dollars)



Notes

Three months

ended Dec

31, 2025

Three months

ended Dec

31, 2024

Nine months

ended Dec

31, 2025

Nine months

ended Dec

31, 2024


Total revenue

- - - -



Expenses



General and administrative expenses 11 (482,478) (289,385) (735,382) (978,490)

Depreciation and amortisation 12 (2,041) (7,358) (17,316) (25,923)

Finance expense 10 (1,019) (896) (1,674) (3,095)

Total expenses (485,538) (297,639) (754,372) (1,007,508)



Loss from operations before income tax


(485,538) (297,639) (754,372) (1,007,508)


Other income 24,569 - 24,569 -

Rent received 1,372 - 4,055 -

Finance income 10 - 17 15 1,082

Total other income 25,941 17 28,639 1,082


Gain from other income before income tax 25,941 17 28,639 1,082


Income tax expense



-


-


-


-


Net loss from continuing operations (459,597) (297,622) (725,733) (1,006,426)


Other Comprehensive Income


Foreign currency translation** (72,078) (295,062) (137,074) (21,146)


Total comprehensive loss for the period (531,675) (592,684) (862,807) (1,027,572)


Basic shareholders’ loss per share



$ (0.004)


$ (0.003)


$ (0.007)


$ (0.010)


Diluted shareholders’ loss per share



$ (0.004)


$ (0.003)


$ (0.007)


$ (0.010)


Weighted average number of common

shares outstanding



112,522,813


105,644,490


111,183,929


101,676,926



**Items which can subsequently be reclassified to profit or loss


The accompanying notes form an integral part of these consolidated financial statements.



5


CHATHAM ROCK PHOSPHATE LIMITED

Consolidated Statement of Changes in Shareholders’ Equity

(Expressed in Canadian dollars, except number of common shares and warrants)


Number of

common

shares

Number of

warrants

Share capital Warrants

reserve

Foreign

currency

translation

reserve

Employee

share option

reserve

Non-controlling

interests

Accumulated

deficit

Shareholders’

equity



Balance, April 1, 2024


95,332,906


42,025,385


42,608,988


22,810


(709,169)


165,682


-


(35,538,153)


6,550,158

Issue of shares and

discretionary warrants 12,551,709 - 1,004,137 - - - - - 1,004,137

Transaction costs - - (13,420) - - - - - (13,420)

Expiry of share warrants - (676,026) 3,380 (3,380) - - - - -

Transactions with owners 994,907 (3,380) - - - - 990,717

Loss for the period - - - - - - - (1,006,426) (1,006,426)

Currency translation loss - - - - (21,146) - - - (21,146)

Total comprehensive loss for

the period - - (21,146) - - (1,006,426) ((1,027,572))


Balance, December 31, 2024


107,884,615


41,349,359


43,603,085


19,431


(730,315)


165,682


-


(36,544,579)


6,513,303



Balance, April 1, 2025


109,483,767


42,300,880


43,723,004


-


(691,789)


165,682


-


(36,720,856)


6,476,041

Issue of shares and

discretionary warrants 5,926,998 5,926,998 296,350 - - - - - 296,350

Transaction costs - - (1,443) - - - - - (1,443)

Expiry of share warrants - (20,323,674) - - - - - - -

Share-based payment - - - - - 331,225 - - 331,225

Sale of shares in subsidiary - - - - - - 44,122 - 44,122

Transactions with owners 294,907 - - 331,225 44,122 - 670,254

Loss for the period - - - - - - - (725,733) (725,733)

Currency translation loss - - - - (137,074) - - - (137,074)

Total comprehensive loss for

the year - - (137,074) - - (725,733) (862,807)


Balance, December 31, 2025


115,410,765


27,904,204


44,017,911


-


(828,863)


496,907


44,122


(37,446,589)


6,283,488



The accompanying notes form an integral part of these consolidated financial statements.


6


CHATHAM ROCK PHOSPHATE LIMITED

Consolidated Statements of Cash flows

(Expressed in Canadian dollars)




Notes

Nine months

ended Dec 31,

2025

Nine months

ended Dec 31,

2024



Cash flows from operating activities:




Interest received

15 1,082

Rent received

4,055 -

Cash paid to suppliers

(358,529) (1,080,938)

Interest paid

- (3,095)

Net cash used in operating activities


(354,459) (1,082,951)





Cash flows from investing activities:




Deposit into other financial assets



- (221)

Payments in respect of exploration and evaluation


(57,875) (62,999)

Net used in investing activities



(57,875) (63,220)





Cash flows from financing activities:




Principal elements of lease payments



(19,005) (21,234)

Proceeds from issue of share capital, net of issue costs



274,747 1,108,588

Advance from potential investor



197,032 -

Net cash from financing activities


452,774 1,087,354





Net increase/(decrease) in cash and cash equivalents


40,440 (58,817)

Cash and cash equivalents, beginning of period



35,206 110,172

Effect of foreign exchange rate fluctuations on cash held



(4,205) (194)


Cash and cash equivalents, end of period


71,441 51,161



The accompanying notes form an integral part of these consolidated financial statements.


CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

For the three months ended December 31, 2025 and 2024




7


1. Nature of business and going concern


Chatham Rock Phosphate Limited (the “Group” or “CRP”) is a development-stage Group incorporated under the

Business Corporations Act (British Columbia) and listed on the Toronto Stock Exchange’s Venture Exchange

(“TSX-V”). The Company is also registered on the overseas company register under the New Zealand

Companies Act 1993 and listed on the New Zealand Stock Exchange (“NZX”). The Group is an FMC reporting

entity under part 7 of the Financial Markets Conduct Act 2013 (New Zealand).

The Group comprises of the parent Company and its wholly owned subsidiaries. The financial statements are

presented for the consolidated group.

The acquisition of Avenir Makatea in 2021 was the first step in the Group’s strategy to build an international

phosphate mining and trading house with a focus on low cadmium, organic phosphate.

The Group’s registered offices are:

• 19th Floor, 885 West Georgia Street, Vancouver, BC, Canada V6C 3H4

• Level 1, 93 The Terrace, Wellington 6011, New Zealand

Accordingly, the Group has reporting obligations in both the Canadian and New Zealand jurisdictions.

Going concern

These consolidated financial statements have been prepared on a going concern basis, which assumes that the

Group has the ability to continue to be able to pay its debts as and when they fall due for a period of at least 12

months from the date of the approval of the financial statements.

The Group incurred a net loss of $725,733 during the nine months ended December 31, 2025 (2024: $1,006,426

net loss) and as of that date the Group’s current liabilities exceed its current assets by $364,985 (2024: current

liabilities exceed current assets by $137,695). During the period the Group had operating and investing cash

outflows of $412,334 (2024: $1,146,171), and financing cash inflows of $452,774 (2024: $1,087,354). The cash

balance at the end of the period was $71,441 (2024: $51,161).

The Group expects to incur further losses in the development of its business. To assess ongoing liquidity of the

Group and its ability to meet its other financial obligations as they fall due in the normal course of business,

management has prepared cash flow forecasts. In preparing these forecasts, management considered and,

where required made assumptions as follows.

• The Group continues to manage its corporate costs appropriately within existing available funds.

• In addition to the additional capital raised up to the date of signing, refer to note 17, the Directors will

continue to raise further capital as required by one or a combination of the following: placement of

shares; pro-rata issue to shareholders; and/or further issue of shares to the public.

• Expenditure is scalable such that the Group can continue to operate depending on funding obtained.

This includes continuing to operate for a period of 12 months from the date of the approval of the

financial statements in the event no further funding is obtained during that period.

• The Group may consider farm down of its interests and/or sale of assets to advance commercialisation

of mineral property interests, in particularly in relation to the Chatham Rise project

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

For the three months ended December 31, 2025 and 2024




8


1. Nature of business and going concern (continued)

Going concern (continued)

• Successful completion of due diligence with the interested party followed by an execution of definitive

investment agreement consistent with the signed term sheet subsequent to the balance date. Refer to

Note 17 for more detail.

• Subsequent to the balance date, the Group has received confirmation from the Director confirming that

they will not demand repayment of outstanding dues for 12 months from the date of signing of these

consolidated financial statements.

The Directors acknowledged that there are material uncertainties regarding the successful implementation of the

Group’s plan to manage its corporate costs, raise adequate further capital necessary to support the development

of existing projects control scalable expenditure and successful completion of due diligence followed by execution

of the definitive investment agreement with the interested party. These material uncertainties may cast significant

doubt on the Group’s ability to realise its assets, meet its financial obligations in the normal course of business,

and continue as a going concern.

These consolidated financial statements do not reflect the adjustments to the carrying value of assets and

liabilities and the reported expenses and statement of financial position classification that would be necessary if

the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of

business operations. Such adjustments could be material.


2. Basis of preparation


(a) Statement of compliance:

These consolidated financial statements have been prepared in accordance with the principles of the

International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards

Board (“IASB”).

(b) Approval of the financial statements:

The consolidated financial statements for the three months ended December 31, 2025 were reviewed by the

Audit Committee and approved and authorized for issue by the Board of Directors on March 2, 2026.

(c) Basis of measurement:

These consolidated financial statements have been prepared on the historical cost basis, utilising the

accrual method of accounting unless otherwise described in the following notes.

(d) Functional and presentation currency:

These consolidated financial statements are presented in Canadian dollars ($) as the Group’s primary listing

is on the Toronto Stock Exchange’s Venture Exchange. The functional currency of the Company is

Canadian Dollars and the functional currency of Chatham Rock Phosphate (NZ) Limited, a subsidiary

company, is New Zealand dollars (NZD). The functional currency of Avenir Makatea Pty Ltd, a subsidiary

company, is Australian dollars (AUD) and SAS Avenir Makatea, is French Polynesian francs (XPF).

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

For the three months ended December 31, 2025 and 2024




9


2. Basis of preparation (continued)


Currency translation:

Transactions in currencies other than the functional currency are recorded at the rate of exchange prevailing

on the date of the transaction. Monetary assets and liabilities are translated at the exchange rate in place on

the reporting date. Non-monetary items that are measured at historical cost in a foreign currency are

translated at the exchange rate on the date of transaction.

Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are

retranslated to the functional currency at the exchange rate at the date the fair value was determined.

Foreign currency translation differences are recognised in the Consolidated Statements of Operations and

Comprehensive Loss.

For consolidation purposes, Chatham Rock Phosphate (NZ) Limited, Avenir Makatea Pty Ltd and SAS

Avenir Makatea are translated into the Group’s presentation currency of Canadian dollars.

Assets and liabilities are translated using the exchange rate prevailing at the end of the reporting period.

Income and expense items are translated at the average exchange rate for the relevant period. Translation

differences are recognised in other comprehensive income (loss) and are accumulated within the

Consolidated Statement of Changes in Shareholders’ Equity in the foreign currency translation reserve.

(d) Material accounting judgements, estimates and assumptions:

The preparation of the consolidated financial statements requires management to make judgements,

estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities,

and accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these

assumptions and estimates could result in outcomes that require a material adjustment to the carrying

amount of assets or liabilities affected in future periods.

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting

date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and

liabilities within the next financial year, are described below. The Group based its assumptions and

estimates on parameters available when the consolidated financial statements were prepared. Existing

circumstances and assumptions about future developments, however, may change due to market changes

or circumstances arising beyond the control of the Company. Such changes are reflected in the

assumptions when they occur.

In the process of applying the Group’s accounting policies, management has made the following

judgements, which have the most significant effect on amounts recognised in the consolidated financial

statements:

Share-based payment transactions

The Group measures the cost of equity-settled transactions by reference to the fair value of the equity

instruments at the date at which they are granted. The Company includes an estimate of forfeitures, share

price volatility, expected life of awards, and risk-free interest rates in the calculation of the expense related

to certain long-term employee incentive plans. These estimates are based on previous experience and may

change throughout the life of an incentive plan. Such changes could impact the share-based payments

reserve.

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

For the three months ended December 31, 2025 and 2024




10


2. Basis of preparation (continued)

Exploration and evaluation costs

Significant judgement is required in determining whether it is likely that future economic benefits will be

derived from the capitalised exploration and evaluation expenditure relating to the Chatham Rise project

and Avenir Makatea’s Exploration permits in both Australia & French Polynesia. In the judgement of the

Directors, at December 31, 2025 exploration activities in each area of interest where amounts remain

capitalised have not yet reached a stage which permits a reasonable assessment of the existence or

otherwise of economically recoverable reserves. Active and significant operations in relation to each of

those areas of interest are planned and nothing has come to the attention of the Directors to indicate future

economic benefits will not be achieved.

The Group is carrying a value of mineral assets related to Chatham Rise of $4.6 million. The Group cannot

commence mining operations without the Marine Consent. The Group filed for the Marine Consent on May

14, 2014, but was declined on February 11, 2015. While the Group considers that it has a good case to

receive the Marine Consent on re- application, there is no guarantee that the Marine Consent will be

granted. If the Marine Consent is not granted or is granted subject to economically unfeasible conditions,

the Group will not be able to proceed with mining operations in respect of the Mining Permit. The outcome

of the re-submission is uncertain.

In respect to the Makatea Phosphate Project on Makatea Island in French Polynesia, the Group is carrying

a value of mineral assets of $1.9 million. The Group requires the grant of a Mining Concession. In

December 2016 Avenir Makatea applied for a mining concession to mine/rehabilitate previously mined land.

The application is being processed under the terms of a new Mining Code for French Polynesia that was

promulgated in January 2020. The Project is subject to a Public Enquiry process that leads to

recommendations to the Council of Ministers for the grant of the Mining Concession. The outcome of the

application is also uncertain.

In the event that the mining permit for Chatham Rise and the mining concession for Avenir Makatea is not

granted, the Group will be unable to realize the assets and would require material adjustments to bring the

assets at a carrying value other than those recorded in the financial statements.


Lease Contracts

At inception of a contract, the Group uses judgement in assessing whether a contract is, or contains, a

lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified

asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to

control the use of an identified asset, the Group assesses whether:

• The contract involves the use of an identified asset;

• The Group has the right to obtain substantially all of the economic benefits from use of the asset

throughout the period of use; and

• The Group has the right to direct the use of the asset.

Discount rate

The incremental borrowing rate is the estimated rate that the Group would have to pay to borrow the same

amount over a similar term, and with similar security to obtain an asset of equivalent value.

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

For the three months ended December 31, 2025 and 2024




11


2. Basis of preparation (continued)

Renewal term

The Group determines the lease term as the non-cancellable lease term including renewals that are

reasonably assured.

New accounting standards

(i) New IFRS standards and interpretations adopted

The Group has adopted all the new and revised Standards and Interpretations issued by the International

Accounting Standards Board that are relevant to its operations and effective for an accounting period that

begins on or after April 1, 2025.

(ii) New IFRS standards and interpretations issued but not yet adopted

NZ IFRS 18 was issued in May 2024 and will apply to reporting periods commencing 1 January 2027. NZ

IFRS 18 replaces NZ IAS 1 Presentation of Financial Statements and primarily introduces the following:

1. a defined structure for the statement of comprehensive income by classifying items into one of the

five categories: operating, investing, financing, income taxes and discontinued operations. Entities

will also present expenses in the operating category by nature, function, or a mix of both, based on

facts and circumstances.

2. disclosure of management-defined performance measures in a single note together with

reconciliation requirements

3. additional guidance on aggregation and disaggregation principles (applied to all primary financial

statements and notes).

The Group has not yet assessed the impact of NZ IFRS 18.

Other new standards, amendments to standards and interpretations are issued but not yet effective. None

of these are expected to have a significant effect on the financial statements of the Company.

Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been

early adopted and will not have a material impact on the financial statements.



CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

For the three months ended December 31, 2025 and 2024




12


3. Material accounting policies


The accounting policies set out below have been applied consistently for all periods presented in these

consolidated financial statements.

(a) Basis of consolidation:


Business combinations are accounted for using the acquisition method as at the acquisition date, which is

the date on which control is transferred to the Group. Control exists when the Company has power,

exposure to variable returns and the ability to use that power to affect its returns from an entity.


Transactions costs, other than those associated with the issue of debt or equity securities, that the Group

incurs in connection with a business combination are expensed as incurred. Any contingent consideration

payable is measured at fair value at the acquisition date. If the contingent consideration is classified as

equity, then it is not re-measured and settlement is accounted for within equity.


Otherwise, subsequent changes in the fair value of the contingent consideration are recognised in profit or

loss. The Group recognises the fair value of all identifiable assets, liabilities and contingent liabilities of the

acquired business.

Subsidiaries

Subsidiaries are entities controlled by the Group. The financial statements of subsidiaries are included in the

consolidated financial statements from the date that control commences until the date that control ceases.

Associates (equity accounted investees)

Associates are those entities in which the Group had significant influence, but not control, over the financial

and operating policies. Associates are accounted for using the equity method (equity accounted investees).

The consolidated financial statements include the Group’s share of the income and expenses of equity

accounted investees, after adjustments to align the accounting policies with those of the Group, from the

date that significant influence commences until the date that significant influence ceases. When the

Group’s share of loss exceeds its interest in an equity accounted investee, the carrying amount of that

interest is reduced to nil and the recognition of further losses is discontinued except to the extent that the

Group has an obligation or has made payments on behalf of the investee.

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

For the three months ended December 31, 2025 and 2024




13


3. Material accounting policies (continued)


(a) Basis of consolidation (continued):

Transactions eliminated on consolidation

Intra-group balances are eliminated in preparing the consolidated financial statements. These consolidated

financial statements include the accounts of the Group and its subsidiaries. All inter-Group transactions and

balances are eliminated on consolidation.


Significant subsidiaries of the Group are as follows:


Name Country of Incorporation Effective interest

Dec 2025 Mar 2025


Chatham Rock Phosphate (NZ) Limited New Zealand 100 100

Avenir Makatea Pty Ltd Australia 70 100

SAS Avenir Makatea French Polynesia 100 100

Manmar Investments One Hundred and

Nine (Proprietary) Limited

Namibia - 100

Pacific Rare Earths Limited New Zealand 100 100

Korella MCP Pty Ltd Australia 100 100

Pacific Rare Earths Pty Ltd Australia 100 100

Organoselenium Pty Ltd Australia 45 45



All of the subsidiaries have a March 31 reporting date except for the Australian subsidiaries and SAS Avenir

Makatea which have a June 30 reporting date. For purposes of consolidation to the parent, financial

statements for the year ended March 31 are being prepared by management. Pacific Rare Earths Limited

did not have any transactions during the years ended March 31, 2025, and 2024.

On 24 June 2024 and 9 December 2024, the Group disposed of 10% and 40% of its interest in

Organoselenium Pty Ltd, respectively. It resulted in the loss of control over the subsidiary. Prior to these

disposals, Organoselenium Pty Ltd was fully consolidated in the Group’s financial statements.

Manmar Investments One Hundred and Nine (Proprietary) Limited was deregistered on 6 May 2025.


(b) Share capital:

Common shares are classified as equity. Incremental costs directly attributable to the issue of ordinary

shares and share options are recognised as a deduction from equity.


(c) Share purchase warrants:

The Group issues transferrable share purchase warrants as part of their common share capital offering. The

warrants are classified as an equity instrument as it only allows the holder to purchase one common share

at a fixed price and is a non-derivative contract. The consideration received on the sale of share and share

purchase warrant is allocated using the residual method. The allocated amounts are presented respectively

as share capital and warrants reserve account, within the Statement of Changes in equity.

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

For the three months ended December 31, 2025 and 2024




14


3. Material accounting policies (continued)

(c) Share purchase warrants (continued):

Any re-measurement adjustment, as a result of a subsequent modification of the terms of warrants, is not

recognised within equity.


(d) Share-based payments:

The Company has a share option plan, under which the fair value of all share-based awards as estimated

using the Black-Scholes Option Pricing Model at the grant date and amortized over the vesting periods. An

individual is classified as an employee when the individual is an employee for legal or tax purposes (direct

employee) or provides services similar to those performed by a direct employee, including directors of the

Company. The amount recognized as an expense is adjusted to reflect the number of awards expected to

vest. The offset is credited to share-based payments reserve.

Upon exercise of the share purchase options, consideration paid together with the amount previously

recognized in share-based payment reserve is recorded as an increase to share capital. Charges for share

purchase options that are forfeited before vesting are reversed from the share-based payments reserves.

For those share purchase options that expire or are forfeited after vesting, the amount previously recorded

in share-based payments reserve is transferred to accumulated deficit.


(e) Impairment:

Non-financial assets other than indefinite life intangibles are tested for impairment whenever events or

changes in circumstances indicate that the carrying amount may not be recoverable.

The Group conducts an annual internal review of asset values, which is used as a source of information to

assess any indicators for impairment. If any impairment exists, an estimate of the asset’s recoverable

amount is calculated. Refer to factors considered in identifying whether the mineral asset may be impaired

in Note (f).

An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its

recoverable amount. Recoverable amount is the higher of an assets fair value less costs of disposal and

value in use. Non-financial assets that have suffered an impairment are tested for possible reversal of the

impairment whenever events or changes in circumstances indicate that the impairment may have reversed.

An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a

revalued amount, in which case the impairment loss is treated as a revaluation decrease and to the extent

that the impairment loss is greater than the related revaluation surplus, the excess impairment loss is

recognised in profit or loss. Where an impairment loss subsequently reverses, the carrying amount of the

asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that

the increased carrying amount does not exceed the carrying amount that would have been determined had

no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an

impairment loss is recognised immediately in profit or loss to the extent that it eliminates the impairment loss

which has been recognised for the asset in prior years. Any increase in excess of this amount is treated as a

revaluation increase.

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

For the three months ended December 31, 2025 and 2024




15


3. Material accounting policies (continued)


(f) Mineral property interest:

Exploration and evaluation costs, including the costs of applying and acquiring licences, are capitalised as

intangible assets on an area of interest basis. Costs incurred before the Group has obtained the legal rights

to explore an area are recognised in the Consolidated Statements of Operations and Comprehensive Loss.

Exploration and evaluation assets are classified as intangible assets and are measured at cost less any

accumulated amortisation and impairment losses. Amortisation will commence once the Group has

commenced mining operations and will be recognised on a unit of production basis.

Exploration and evaluation assets are recognised and carried forward if the rights of the area of interest are

current and either:

(i) The expenditures are expected to be recouped through successful development and exploitation

of the area of interest; or

(ii) Activities in the area of interest have not at the reporting date, reached a stage which permits a

reasonable assessment of the existence or other wise of economically recoverable reserves and

active and significant operations in, or in relation to, the area of interest are continuing.

Ultimate recoupment of costs is dependent on successful development and commercial exploitation or

alternatively sale of respective areas. Costs are written off as soon as an area has been abandoned or

considered to be non-commercial.

Exploration and evaluation assets are assessed for impairment when facts or circumstances suggest that

the carrying amount of the exploration and evaluation assets may exceed its recoverable amount. The

below facts and circumstances indicate that an entity should test exploration and evaluation assets for

impairment (the list is not exhaustive):

(a) the period for which the entity has the right to explore in the specific area has expired during the

period or will expire in the near future and is not expected to be renewed.

(b) substantive expenditure on further exploration for and evaluation of mineral resources in the

specific area is neither budgeted nor planned.

(c) exploration for and evaluation of mineral resources in the specific area has not led to the

discovery of commercially viable quantities of mineral resources and the entity has decided to

discontinue such activities in the specific area.

(d) sufficient data exist to indicate that, although a development in the specific area is likely to

proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in

full from successful development or by sale.

Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of

interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first

tested for impairment and then reclassified from intangible assets to mining property and development

assets within property, plant and equipment.

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

For the three months ended December 31, 2025 and 2024




16


3. Material accounting policies (continued)


(g) Finance income and expenses:

Finance income comprises interest income on bank deposits and foreign currency gains that are recognised

in the Consolidated statement of operations and comprehensive loss. Interest income is recognised as it

accrues, using the effective interest method.

Finance expenses comprise interest expenses and foreign currency losses, are recognised in the

Consolidated statement of operations and comprehensive loss. All borrowing costs are recognised in the

Consolidated Statement of Operations and Comprehensive Loss using the effective interest method.


(h) Income tax:

Income tax expense comprises current and deferred tax. Income tax expense is recognised in the

Consolidated statement of operations and comprehensive loss except to the extent that it relates to items

recognised directly in equity, in which case it is recognised in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or

substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and

liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is

measured at the tax rates that are expected to be applied to the temporary differences when they reverse,

based on the laws that have been enacted or substantively enacted by the reporting date.

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available

against which temporary differences can be utilised. Deferred tax assets are reviewed at each reporting

date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.


(i) Financial assets:

Financial asset are measured at:

(i) Amortized cost;

(ii) Fair Value in Other Comprehensive Income (“FVOCI”) – debt investment;

(iii) FVOCI – equity investment; and

(iv) Fair Value Through Profit or Loss (“FVTPL”).

The classification depends on the business model in which the financial asset is managed and its

contractual cash flow characteristics. Derivatives embedded in contracts where the host is a financial asset

in the scope of IFRS 9, Financial Instruments, are never separated. Instead, the hybrid financial instrument

as a whole is assessed for classification. The Group does not have any FVOCI instruments.

Financial assets are recognised when the Group becomes a party to the contractual provisions of the

financial instrument. Financial assets are recognised initially at fair value plus transaction costs.


CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

For the three months ended December 31, 2025 and 2024




17


3. Material accounting policies (continued)


(i) Financial assets (continued)

Financial assets are derecognised when the contractual rights to the cash flows from the financial asset

expire, or if the Group transfers the financial asset to another party without retaining control or substantial all

risks and rewards of the asset.

A financial asset (unless it is a trade receivable without a significant financing component that is initially

measured at the transaction price) is initially measured at fair value plus, for an item not at FVTPL,

transaction costs that are directly attributable to its acquisition.

The following accounting policies apply to the subsequent measurement of financial assets:

Financial assets at FVTPL: These assets are subsequently measured at fair value. Net gains and

losses, including any interest or dividend income, are recognized in

profit or loss.

Financial assets at amortized cost: These assets are subsequently measured at amortized cost using the

effective interest method. The amortized cost is reduced by impairment

losses. Interest income, foreign exchange gains and losses and

impairment are recognized in profit or loss. Any gain or loss on

derecognition is recognized in profit or loss.

Impairment of financial assets

IFRS 9 requires the use of forward-looking information to recognise any expected credit losses for financial

instruments. The Group considers a broad range of information when assessing credit risk and measuring

expected credit losses, including past events, current conditions, reasonable and supportable forecasts that

affect the expected collectability of the future cash flows of the instrument. In applying this forward-looking

approach, a distinction is made between:

• financial instruments that have not deteriorated significantly in credit quality since initial

recognition or that have low credit risk (‘Stage 1’) and

• financial instruments that have deteriorated significantly in credit quality since initial

recognition and whose credit risk is not low (‘Stage 2’).

‘Stage 3’ would cover financial assets that have objective evidence of impairment at the reporting date.

‘12-month expected credit losses’ are recognised for the first category (i.e. Stage 1) while ‘lifetime expected

credit losses’ are recognised for the second category (i.e. Stage 2). Measurement of the expected credit

losses is determined by a probability-weighted estimate of credit losses over the expected life of the

financial instrument. The Group always recognizes lifetime expected credit losses for trade receivables,

contract assets and lease receivables.

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

For the three months ended December 31, 2025 and 2024




18


3. Material accounting policies (continued)


(i) Financial assets (continued)

Measurement of ECLs

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value

of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the

contract and the cash flows that the Company expects to receive). ECLs are discounted at the effective

interest rate of the financial asset.

Credit-impaired financial assets

At each reporting date, the Company assesses whether financial assets carried at amortized cost are credit

impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on

the estimated future cash flows of the financial asset have occurred.

Presentation of impairment

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying

amount of the assets. Impairment losses related to accounts and other receivables are presented

separately in the Consolidated statement of operations and comprehensive loss. Impairment losses on

other financial assets are presented under ‘finance costs’ and not presented separately in the Consolidated

statement of operations and comprehensive loss due to materiality considerations.

(j) Financial liabilities:

Financial liabilities are classified as either financial liabilities at fair value through profit or loss or financial

liabilities at amortized cost. The Group has no financial liabilities at fair value through profit or loss.

Financial liabilities

Financial liabilities at amortized cost are initially measured at fair value, net of transaction costs incurred and

subsequently measured at amortized cost. Any difference between the amounts originally received, net of

transaction costs, and the redemption value is recognized in the Consolidated statement of operations and

comprehensive loss over the period to maturity using the effective interest method.

Financial liabilities are classified as current or non-current based on their maturity dates. The Company has

classified accounts payable and other liabilities as liabilities at amortized cost.

De-recognition of financial liabilities

A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

For the three months ended December 31, 2025 and 2024




19


3. Material accounting policies (continued)

(k) Leases:

The Group as lessee

The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group

recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in

which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or

less) and leases of low value assets (such as tablets and personal computers, small items of office furniture

and telephones). For these leases, the Group recognises the lease payments as an operating expense on a

straight-line basis over the term of the lease unless another systematic basis is more representative of the

time pattern in which economic benefits from the leased assets are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at the

commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily

determined, the Group uses its incremental borrowing rate.

Lease payments included in the measurement of the lease liability comprise:

• Fixed lease payments (including in-substance fixed payments), less any lease incentives

receivable;

• Variable lease payments that depend on an index or rate, initially measured using the index or rate

at the commencement date;

• The amount expected to be payable by the lessee under residual value guarantees;

• The exercise price of purchase options, if the lessee is reasonably certain to exercise the options;

and

• Payments of penalties for terminating the lease if the lease term reflects the exercise of an option

to terminate the lease.

The lease liability is presented as a separate line in the consolidated statement of financial position.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the

lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease

payments made.

The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use

asset) whenever:

• The lease term has changed or there is a significant event or change in circumstances resulting in

a change in the assessment of exercise of a purchase option, in which case the lease liability is

remeasured by discounting the revised lease payments using a revised discount rate.

• The lease payments change due to changes in an index or rate or a change in expected payment

under a guaranteed residual value, in which cases the lease liability is remeasured by discounting

the revised lease payments using an unchanged discount rate (unless the lease payments change

is due to a change in a floating interest rate, in which case a revised discount rate is used).

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

For the three months ended December 31, 2025 and 2024




20


3. Material accounting policies (continued)

(k) Leases (continued):

• A lease contract is modified and the lease modification is not accounted for as a separate lease, in

which case the lease liability is remeasured based on the lease term of the modified lease by

discounting the revised lease payments using a revised discount rate at the effective date of the

modification.

The Group did not make any such adjustments during the periods presented.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease

payments made at or before the commencement day, less any lease incentives received and any initial

direct costs. They are subsequently measured at cost less accumulated depreciation and impairment

losses.

Whenever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the site

on which it is located or restore the underlying asset to the condition required by the terms and conditions of

the lease, a provision is recognised and measured under IAS 37 To the extent that the costs relate to a

right-of-use asset, the costs are included in the related right-of-use asset, unless those costs are incurred to

produce inventories.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying

asset.

If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the

Group expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful

life of the underlying asset. The depreciation starts at the commencement date of the lease.

The right-of-use assets are presented as a separate line in the consolidated statement of financial position.

The Group applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any

identified impairment loss as described in Note 3(e) above.

(l) Earnings per share:

The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is

calculated by dividing the profit or loss attributable to ordinary shareholders of the Group by the weighted

average number of ordinary shares outstanding during the period.

Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the

weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary

shares, which comprise share warrants and options.

(m) Cash and cash equivalents

Cash and cash equivalents in the statement of financial position comprise cash at bank and short-term

deposits with an original maturity of three months or less that are readily convertible to known cash amounts

of cash which are subject to an insignificant risk of changes in value.

For the purposes of the statement of cash flows, cash and cash equivalents consist of cash and cash

equivalents as defined above.

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

For the three months ended December 31, 2025 and 2024




21


4. Segment reporting


During the period the Group has increased its operations to three business segments (three geographical

areas) for the development of a defined rock phosphate deposit - in New Zealand, French Polynesia, and

Australia.

The chief operating decision maker (“CODM”), who is responsible for allocating resources and assessing

performance of the operating segment, has been identified as the Board of Directors that are not independent

directors of the Company. They manage development activity through review and approval of contracts and

other operational information.

The information presented for operating segments is on the same basis as the internal reports provided to the

CODM, who is responsible for the allocation of resources to operating segments and assessing their

performance.

As the Group’s business activities and operations continue to evolve the information provided to the CODM may

be impacted. The Group will monitor this on an ongoing basis and the Group’s segment information disclosure

will evolve as required.


December 31,

2025

New Zealand French

Polynesia

Australia Total

segment

Unallocated Consolidated


Total revenue


-


-


-


-


-


-



Segment result


(542,197)


(15,470)


(150,750)


(708,417)


-


(708,417)

Depreciation - (1,008) (16,308) (17,316) - (17,316)

Loss from

continuing

operations, before

income tax




(542,197)




(16,479)




(167,057)




(725,733)




-




(725,733)


Assets

Total current assets 146,511 8,251 5,628 160,390 - 160,390

Total non-current

assets


4,543,925


1,929,236


175,312


6,648,473


-


6,648,473

Total assets 4,690,436 1,937,487 180,940 6,808,863 - 6,808,863


Liabilities

Total current

liabilities

(334,826) (9,179) (181,370) (525,375) - (525,375)

Total non-current

liabilities


-


-


-


-


-


-

Total liabilities (334,826) (9,179) (181,370) (525,375) - (525,375)


CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

For the three months ended December 31, 2025 and 2024




22


4. Segment reporting (continued)



March 31, 2025 New Zealand French

Polynesia

Australia Total

segment

Unallocated Consolidated


Total revenue


-


-


-


-


-


-



Segment result


(566,961)


(134,519)


(447,311)


(1,148,781)


-


(1,148,781)


Depreciation - (3,862) (31,060) (33,922) - (33,922)

Loss from

continuing

operations, before

income tax




(566,961)




(138,381)




(477,361)




(1,182,703)




-




(1,182,703)




Assets


Total current

assets

39,782 7,051 39,112 85,945 - 85,945

Total non-current

assets


4,637,036


1,932,731


220,464


6,790,231


-


6,790,231

Total assets 4,676,818 1,939,781 259,576 6,876,175 - 6,876,175


Liabilities

Total current

liabilities

(287,378) (9,312) (103,454) (400,134) - (400,134)

Total non-current

liabilities


-


-


-


-


-


-

Total liabilities (287,378) (9,312) (103,454) (400,134) - (400,134)



5. Mineral property interest


December 31, March 31,

2025 2025


Chatham Rise project 4,532,033 4,624,782

Makatea phosphate project 1,929,144 1,929,574

Korella project 135,623 155,977


Mineral property interests 6,596,800 6,710,333


CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

For the three months ended December 31, 2025 and 2024




23


5. Mineral property interest (continued)

(a) Exploration and evaluation on Chatham Rise Project


December 31, March 31,

2025 2025


Opening balance 4,624,782 4,538,878

Exploration costs capitalised 43,406 68,894

Foreign exchange fluctuation (136,155) 17,010


Net book value 4,532,033 4,624,782


Cost 19,386,999 19,930,353

Impairment (14,854,966) (15,305,571)


Net book value 4,532,033 4,624,782


The recoverability of the carrying amounts of exploration and evaluation assets is dependent on the Group

gaining a Marine Consent for the project to be commercially successful. Commitments and tenure of the permit

are included in Note 16.

The Group holds Minerals Mining Permit 55549 which was granted on December 6, 2013. The Minerals Mining

Permit covers 820 sq km within the MPL 50270 area. The Mining Permit is for twenty years (expiry 2033) and

subject to the granting of a Marine Consent from the Environmental Protection Authority (“EPA”), which will

allow the Group to conduct mining operations. The relinquishment of MPL 50270 has no impact on the mining

permit and the proposed mining programme.

On February 11, 2015, the Group was refused Marine Consent by an Independent Decision-Making Committee

(DMC) convened by the Environmental Protection Authority (EPA), New Zealand’s environmental regulator on

grounds which the Group disputes. Subsequently, the Directors impaired the carrying value of the capitalised

costs to represent their best estimate of the recoverability as the Group reconsiders the re-submission of the

Marine Consent with the EPA.

On August 23, 2021, the Group applied for a change of conditions in the permit to further defer the minimum

work programme commitments to align the hurdles with an expected realistic timeline for preparation of a new

marine consent application. The application was declined by New Zealand Petroleum & Minerals on March 14,

2023, on the basis that the Company has not made sufficient progress in applying for Marine Consent.

The decision by New Zealand Petroleum & Minerals to decline the change of conditions did not result in the

revocation of the permit and as at 31 March 2025, the current permit remains valid. However, under the Crown

Minerals Act 1991, work programme conditions not met result in the non-compliance being recorded against the

activity. Subject to NZP&M’s discretion, non-compliance may result in a decline of applications for new permits

or revocation of an existing permit. There has been no subsequent change in the twelve months to 31 March

2025. MBIE has confirmed that NZP&M has not taken and is not in the process of undertaking any non-

compliance action in respect of MP 55549. The permit remains in good standing.

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

For the three months ended December 31, 2025 and 2024




24


5. Mineral property interest (continued)

The Group is evaluating its options to raise the necessary level of funding for the process of re-application for

Marine Consent and additional data collection related to the Consent application process.

The Group has considered whether there are any facts or circumstances that would indicate that the mineral

property interest should be assessed for impairment, and noted the following:

• The Group’s tenure to the mining permit over the area is current and will not expire in the near

future, Although the work commitments have not been met, this does not affect the validity of the

existing permit or the future right to mine.

• Substantive expenditure on further exploration for and evaluation of mineral resources is still

planned;

• Relevant studies suggest that the phosphate within the area remains commercially viable and once

the exploitation begins the carrying amount of the asset is likely to be recovered.

The above factors are unchanged and no impairment indicators were noted. As a result, no impairment is

required (2024: no impairment).


(b) Makatea Phosphate Project


December 31, March 31,

2025 2025


Opening balance 1,929,574 1,928,372

Capitalised acquisition cost - -

Foreign exchange fluctuation (430) 1,202


Net book value 1,929,144 1,929,574



On December 31, 2021, the Company acquired the Makatea Phosphate Project through the acquisition of

100% of the shares of an Australian private company, Avenir Makatea Pty Limited. Avenir Makatea, through its

wholly owned French Polynesian subsidiary, SAS Avenir Makatea (SAS) holds the exploration research permit

(ERP) to explore for phosphate on the French Polynesian island of Makatea (the “Makatea Phosphate Project”).

The Makatea Phosphate Project is a combined rehabilitation and phosphate mining project located on Makatea

Island approximately 240km northeast of Tahiti, French Polynesia. It covers an area of 1,035 ha (10.36 km2).

The island is a well-known source of phosphate and was previously mined from 1908 to 1966.

SAS Avenir Makatea was granted an exploration permit on 28 January 2014 and in September 2016 Avenir

applied for a mining concession to mine/rehabilitate an area of 600 ha of previously mined land.

The application is now being processed under the terms of a new Mining Code for French Polynesia that was

promulgated in January 2020. The existing Environmental Code was recently successfully harmonised with the

new Mining Code.

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

For the three months ended December 31, 2025 and 2024




25


5. Mineral property interest (continued)


The Project is subject to a Public Enquiry process that leads to recommendations to the Council of Ministers for

the grant of the Mining Concession. The Public Enquiry, which will be based on the presentation of an updated

Environmental Impact Assessment and an Economic Benefit Analysis, is expected to take place in FY2025-26.

Nominated consultants in French Polynesia, in association with the staff of SAS Avenir Makatea, will prepare

the two reports and present these to the public in advance of /and during the one-month public enquiry period.

Following the enquiry, the process for determining the application is set out by the Mining Code including

presentations to the nominated Mining Committee. The Committee makes its recommendations to the Council

of Ministers. Following the past four years of intensive consultation with landowners of Makatea and the

continuing consultation with Government since 2011, Avenir looks forward to the granting of the Mining

Concession in late FY2025-26.


The Group has considered whether there are any facts or circumstances that would indicate that the mineral

property interest should be assessed for impairment, and noted the following:

• The Group’s tenure to the mining permit over the area is current and will not expire in the near future.

• Substantive expenditure on further exploration for and evaluation of mineral resources is still planned.

• Relevant studies suggest that the phosphate within the area remains commercially viable and once the

exploitation begins the carrying amount of the asset is likely to be recovered.

The above factors are unchanged and no impairment indicators were noted. Therefore, no impairment is

required.


(c) Korella Projects


December 31, March 31,

2025 2025


Opening balance 155,977 101,016

Capitalised acquisition cost - 53,443

Less write down cost of relinquished permits (23,016) -

Foreign exchange fluctuation 2,662 1,518


Net book value 135,623 155,977


The Group was granted exploration permit EPM 28882 (Korella North) during the year ended March 31, 2025,

to exploit near surface phosphate deposits in Queensland, Australia. These permits provide a low-cost entry

into commercial mining.

Exploration is yet to commence in EPM 28882.


CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

For the three months ended December 31, 2025 and 2024




26


5. Mineral property interest (continued)

EPM 28589 - Korella North, was granted 8 February 2024 and provides a near surface phosphate deposit,

some 22 m thick, with low-cost entry to commence mining. The adjacent rail provides early opportunity for bulk

loading onto rail when there is capacity for ship loading in Port of Townsville. A conceptual geological model

and mine plans have been completed utilising extensive drill and quality data from previous exploration.

This EPM provides the opportunity to undertake drilling/trenching to delineate mining reserves.

On 28 September 2025 the Group was granted a Mining License ML 100379 pursuant to section 271A of the

Mineral Resources Act 1989 for Korella North. The license is for an initial period of 10 years, expiring on 30

December 2034 and covers 118.62 hectares.

The Group relinquished EPM 28606 and EPM 28676 during the period.

There are no indicators of impairment for the Korella Projects.



6. Trade and other payables



December 31, March 31,

Note 2025 2025


Trade and other payables due to related parties 15 222,194 144,489

Other trade payables 269,704 63,449

Accrued expenses 33,477 162,784


525,375 370,722



CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

For the three months ended December 31, 2025 and 2024




27


7. Leases


(a) Right of Use assets


December 31, March 31,

2025 2025


Opening balance 26,348 54,276

Depreciation (14,897) (28,989)

Reversal of remaining balance on cancellation of the lease (11,583) -

Foreign exchange movement 132 1,061


Closing balance - 26,348


The Group leased Crown land on which to develop the Cloncurry Distribution Hub central to the Group’s

Cloncurry phosphate projects. The lease is for a 3-year term and commenced in March 2023. During the period,

the Group gave notice that it wished to exit the lease early and this was granted by the lessor. The lease was

terminated on 25 October 2025.

During the three months ended December 31, 2025, there was $546 (2024: $1,165) interest expense on the

lease liability and $7,082 (2024: $7,202) amortisation on right of use asset recorded.


(b) Lease Liabilities


December 31, March 31,

2025 2025


Current - 29,412

Non-current - -


- 29,412



Maturity analysis


Year 1 - 31,638

Year 2 - -

Year 3 - -

- 31,638



CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

For the three months ended December 31, 2025 and 2024




28


8. Share capital


(a) Authorised

The Group's share capital consists of an unlimited number of common shares without par value.

The holders of ordinary shares are entitled to receive dividends and are entitled to one vote per share at

meetings of the Group, to the extent to which they have been paid up. All shares rank equally with regard to

the Group’s residual assets.


(b) Issued and outstanding


Number

Ordinary Shares of shares Amount

Balance, April, 1, 2024 95,332,906 42,608,988


Issued during the year:

Shares issued net of costs 14,150,861 1,091,206

Expiry of share warrants - 22,810


Balance, March 31, 2025 109,483,767 43,723,004


Issued during the period:

Shares issued net of costs 5,926,998 294,907


Balance, December 31, 2025 115,410,765 44,017,911


On July 24, 2025, the Company announced that it has closed its non-brokered private placement of 2,764,003

shares at a price of CAD$0.05 per Share for gross proceeds of CAD$138,200. All securities issued pursuant

to the private placement are subject to a hold period and may not be traded until November 25, 2025.


On December 23, 2025, the Company announced that it has closed its non-brokered private placement of

3,162,995 shares at a price of CAD$0.05 per Share for gross proceeds of CAD$158,150. All securities issued

pursuant to the private placement are subject to a hold period and may not be traded until April 24, 2026.

Issued capital at December 31, 2025 includes 245,220 shares which are unpaid. An amount outstanding at

reporting date of $4,723 is included in accounts receivable (March 31, 2025: $4,723).

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

For the three months ended December 31, 2025 and 2024




29


8. Share capital (continued)


(c) Warrants


Expiry Date Exercise

prices

Balance

March 31,

2025

Issued Exercised Expired/

cancelled/

forfeited

Balance

Dec 31, 2025

May 05, 2025 $0.45 5,029,820 - - (5,029,820) -

Jun 23, 2025 $0.45 2,365,894 - - (2,365,894) -

Jul 19, 2026 $0.45 3,173,435 - - - 3,173,435

Sep 09, 2026 $0.45 7,201,000 - - - 7,201,000

Apr 08, 2025 $0.45 12,927,960 - - (12,927,960) -

July 14, 2026 $0.45 5,380,464 - - - 5,380,464

Jan 26, 2027 $0.45 4,623,155 - - - 4,623,155

Mar 21, 2026 $0.20 1,599,152 - - - 1,599,152

Jul 24, 2027 $0.10 - 2,764,003 - - 2,764,003

Dec 23, 2026 $0.12 3,162,995 - - 3,162,995

42,300,880 5,926,998 - (20,323,674) 27,904,204

Weighted average

exercise price


$0.44


$0.11


-


$0.45


$0.36

Weighted average

remaining life (years)


0.77


1.25


-


-


0.80


In the event that the common shares of the Company trade on the TSX Venture Exchange at a closing price

of greater than CAD $0.60 per common share for a period of 20 consecutive trading days at any time after

four months and one day after the closing date of the private placement, the Company may accelerate the

expiry date of the Warrants with an exercise price of $0.45 by giving notice to the holders thereof by way of

a news release and in such case the Warrants will expire on the 30th day after the date of dissemination of

the news release.

In the event that the common shares of the Company trade on the TSX Venture Exchange at a closing price

of greater than CAD $0.25 per common share for a period of 20 consecutive trading days at any time after

four months and one day after the closing date of the private placement, the Company may accelerate the

expiry date of the Warrants with an exercise price of $0.20 by giving notice to the holders thereof by way of

a news release and in such case the Warrants will expire on the 30th day after the date of dissemination of

the news release.

In the event that the common shares of the Company trade on the TSX Venture Exchange at a closing price

of greater than CAD $0.15 per common share for a period of 20 consecutive trading days at any time after

four months and one day after the closing date of the private placement, the Company may accelerate the

expiry date of the Warrants with an exercise price of $0.10 by giving notice to the holders thereof by way of

a news release and in such case the Warrants will expire on the 30th day after the date of dissemination of

the news release.


CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

For the three months ended December 31, 2025 and 2024




30


8. Share capital (continued)


(c) Warrants (continued)

In the event that the common shares of the Company trade on the TSX Venture Exchange at a closing price

of greater than CAD $0.20 per common share for a period of 20 consecutive trading days at any time after

four months and one day after the closing date of the private placement, the Company may accelerate the

expiry date of the Warrants with an exercise price of $0.12 by giving notice to the holders thereof by way of a

news release and in such case the Warrants will expire on the 30th day after the date of dissemination of the

news release.

Using the residual approach, the warrants issued in July 2025 were valued at $nil. These are deemed Level

3 fair values as the warrants’ value made using a valuation technique that require inputs i.e. fair value of

shares, which is significant to the overall fair value measurement.


9. Share-based payments

(a) Recognised share-based payment expenses

The purpose of the share-based payments is to reward key consultants and cornerstone investors in a

manner that aligns remuneration with the creation of shareholder wealth. As the Company’s activities have

been predominantly developing an already defined mineral deposit, shareholder wealth is dependent, for the

foreseeable future, on development success rather than an improvement in the Company’s earnings.

The Company grants share purchase options pursuant to the policies of the TSX-Venture Exchange with

respect to eligible persons, exercise price, maximum term, vesting, maximum options per person and

termination of eligible person status. These are treated as equity-settled share-based payments.


2025 share option grants:

The Company granted 8,750,000 fully vested share options to the directors of the Company on November 24,

2025 under a Share Option Plan. The options which expire on November 24, 2035 are exercisable at $0.054

per share.

The share-based payment expense of $331,225 was estimated using the Black-Scholes Option Pricing model

assuming a risk-free rate of 3.23%, a volatility of 100%, an expected dividend rate of nil and an expected life

of 5 years. The shares in the Company traded at CAD$0.05 on the grant date.

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

For the three months ended December 31, 2025 and 2024




31



9. Share based payments (continued)

(b) Stock options

The Company has a stock option plan under which options to purchase shares in the company may be

granted to officers, directors, employees and consultants. The Board of Directors has approved a policy of

reserving up to 10% of the outstanding common shares for issuance to eligible participants. All stock options

have a maximum term of ten years and the vesting period for each grant is determined at the discretion of

the Board of Directors.

8,750,000 options were granted during the three months ended December 31, 2025 (2024: nil).


The continuity of outstanding share-based options for the three months ended December 31, 2025, is as

follows:


Expiry Date Exercise

prices

Balance

March 31

2025

Issued Exercised Expired/

cancelled/

forfeited

Balance

December

31, 2025

October 8, 2029 $0.11 500,000 - - - 500,000

October 20, 2026 $0.13 1,931,000 - - - 1,931,000

November 24, 2035 $0.05 - 8,750,000 - - 8,750,000

2,431,000 8,750,000 - - 11,181,000

Weighted average

exercise price


$0.13


$0.05


-


-


$0.07

Weighted average

remaining life (years)


2.17


9.90


-


-


8.06




10. Finance income and expenses





Three months

ended Dec

31, 2025

Three months

ended Dec

31, 2024

Nine months

ended Dec

31, 2025

Nine months

ended Dec

31, 2024


Interest received - 17 15 1,082

Finance income - 17 15 1,082


Interest expense (1,019) (896) (1,674) (3,095)

Finance expense (1,019) (896) (1,674) (3,095)


Net finance income and expenses (1,019) (879) (1,659) (2,013)




CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

For the three months ended December 31, 2025 and 2024




32


11. General and administrative expenses


The following items of expenditure are included in administrative expenses:



Three months

ended Dec

31, 2025

Three months

ended Dec

31, 2024

Nine months

ended Dec

31, 2025

Nine months

ended Dec

31, 2024


Audit fees 1,466

61

1,842 9,889

Accountancy fees 2,812

5,374

8,607 37,791

Consultancy fees (6,340)

60,147

16,816 181,452

Directors’ fees 2,400

2,484

7,311 7,468

Employee benefits 15,409

21,511

50,303 75,996

Insurance 561

739

2,196 2,436

Legal fees 15,642

23,470

39,822 83,737

Listing fees 5,339

5,550

16,256 23,696

Management fees 14,088

14,579

42,914 43,835

Marketing (1,360)

12,164

848 35,757

Motor Vehicle 7,634 - 22,364 -

Registry fees 10,640

6,258

19,442 31,431

Rent 10,985

11,804

25,712 40,665

Share-based payments 331,225 - 331,225 -

Travel 2,079 6,376 1,723 29,929



The Board of Directors has agreed to forfeit directors’ fees for the period ended December 31, 2025 (beyond

the amount charged). Some directors are remunerated for their services through consultancy fees.


Refer to Note 15 for discussion on consultancy fees, which are charged by related parties.



12. Depreciation and amortisation


Depreciation and amortisation included in the Consolidated statement of operations and comprehensive loss is

as follows:



Three months

ended Dec

31, 2025

Three months

ended Dec

31, 2024

Nine months

ended Dec

31, 2025

Nine months

ended Dec

31, 2024


Depreciation plant & equipment 1,419 64 2,419 4,129

Depreciation right of use assets 622 7,294 14,897 21,794



2,041 7,358 17,316 25,923



CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

For the three months ended December 31, 2025 and 2024




33


13. Financial instruments


Exposure to credit, market, foreign currency, equity prices and liquidity risks arise in the normal course of the

Group’s business.

Credit risk:

The Group incurs credit risk from financial instruments when a counter party fails to meet its contractual

obligations. Credit risk arises on cash, accounts receivable and other receivables. The Group does not have a

significant concentration of credit risk with any single party.

In addition, receivable balances are monitored on an ongoing basis with the result being that the Group’s

exposure to bad debts is not significant. Currently there are no receivables that are impaired or past due but not

impaired.

Market risk:

Market risk is that changes in market prices, such as foreign exchange rates and interest rates will affect the

Group’s income or the value of it’s holding of financial instruments. The objective of market risk management is

to manage and control market risk exposures within acceptable parameters, while optimising the return.

Foreign currency risk:

The Group has transactional currency exposure arising from corporate costs which are denominated in New

Zealand dollars (NZD) and Australian dollars (AUD) and investing costs which are denominated in French

Polynesian Francs (XPF). The Group does not undertake any hedging activities.

The Group owns a mineral property interest in French Polynesia and is exposed to foreign currency risk arising

from various currency exposures to the Canadian dollar.

The Board of Directors approved the policy of holding certain funds in Canadian dollars to manage foreign

exchange risk. The Group’s exposure to foreign exchange risk at the reporting date was as follows:




31 December 2025


NZD

AUD

XPF


Financial assets:



Cash and cash equivalents 70,829 122 432

Accounts receivable and other receivables 5,453 23,992 7,570

Financial liabilities:

Trade and other payables 17,806 25,918 9,128





CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

For the three months ended December 31, 2025 and 2024




34


13. Financial instruments (continued)


At the reporting date, if the currencies set out in the table above, strengthened or weakened against the

Canadian dollar by the percentage shown, with all other variables held constant, net loss for the year would

increase/(decrease) and net assets would increase/(decrease) by:



31 December 2025


NZD

AUD

XPF


Impact on post tax profit



Exchange rate +10% 5,847 (180) (112)

Exchange rate -10% (5,847) 180 112

Impact on Equity

Exchange rate +10% 5,847 (180) (112)

Exchange rate -10% (5,847) 180 112


Management believes the risk exposures as at the reporting date are representative of the risk exposure

inherent in the financial instruments. A movement of +/– 10% is selected because a review of recent exchange

rate movements and economic data suggests this range is reasonable.

Interest rate risk:

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because

of changes in market interest rates. The Group’s cash and cash equivalents attract interest at floating rates and

have maturities of 90 days or less. The interest is typical of New Zealand banking rates, which are at present

historically low; however, the Group’s conservative investment strategy mitigates the risk of deterioration to

capital invested. A change of 100 basis points in the interest rate would not be material to the consolidated

financial statements.

Liquidity risk:

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The

Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity

to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable

losses or risking damage to the Group’s reputation.

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has built an

appropriate liquidity risk framework for the management of the Group’s short, medium and longer terms funding

and liquidity management requirements. The Group manages liquidity risk by maintaining adequate cash

balances through monitoring of future rolling cash flow forecasts of its operations and equity raising, which

reflect management’s expectations of the settlement of financial assets and liabilities.

The financial liabilities include trade and other payables and lease liabilities. At December 31, 2025, the Group

had $448,114 (2024: $291,920) in trade and other payables including accrued liabilities.

CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

For the three months ended December 31, 2025 and 2024




35


13. Financial instruments (continued)

Trade payables are non-interest bearing and have a contractual maturity of less than 31 days. Refer to note 7 for

the maturity analysis of lease liabilities.


(a) Fair value:

All financial instruments measured at fair value are categorized into one of three hierarchy levels, described

below, for disclosure purposes. Each level is based on the transparency of the inputs used to measure the

fair values of assets and liabilities:

• Level 1 - Values based on unadjusted quoted prices in active markets that are accessible at the

measurement date for identical assets and liabilities.

• Level 2 - Values based on quoted prices in markets that are not active or model inputs that are

observable either directly or indirectly for substantially the full contractual term of the asset or liability.

• Level 3 - Values based on prices or valuation techniques that require inputs that are both unobservable

and significant to the overall fair value measurement.

The carrying values of cash and cash equivalents, accounts receivable and accounts payable and accrued

liabilities approximate their respective fair values due to the short-term nature of these instruments.

The Group has no financial assets or liabilities included in Level 1, 2 or 3 of the fair value hierarchy.



14. Capital management


The Group defines the capital that it manages as its Shareholders’ equity.

The Group’s objectives with respect to managing capital are to safeguard the Group’s ability to continue as a

going concern so that it can provide future returns to shareholders and benefits for other stakeholders.

The Group’s capital structure reflects a Group focused on mineral exploration and financing both internal and

external growth opportunities. The exploration for and development of mineral deposits involves significant risk

which even a combination of careful evaluation, experience and knowledge may not adequately mitigate.

In order to maintain or adjust its capital structure, the Group may issue new shares or sell assets to fund ongoing

operations.

The Group manages its capital structure by performing the following:

• Preparing budgets and cash-flow forecasts which are reviewed and approved by the Board of Directors;

• Regular internal reporting and Board of Directors meetings to review actual versus budgeted spending

and cash-flows; and

• Detailed project analysis to assess and determine new funding requirements.

There were no changes in the Group’s approach to capital management during the period. The Group is not

subject to externally imposed capital requirements.


CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

For the three months ended December 31, 2025 and 2024




36


15. Related party transactions


(a) Balances receivable and payable:

The amounts due to related parties and included in accounts payable, are non-interest bearing, unsecured

and due on demand, and comprise the following:


December 31, March 31,

2025 2025


Due to directors 222,194 144,489


222,194 144,489


(b) Key management personnel:

Key management personnel costs includes employee benefits, consulting and management fees paid

and/or accrued to the Group’s senior officers and directors as follows:



Three months

ended Dec

31, 2025

Three months

ended Dec

31, 2024

Nine months

ended Dec

31, 2025

Nine months

ended Dec

31, 2024


Consultancy fees 9,601 12,005 29,245 36,096

Management fees 14,088 14,579 42,914 43,835

Employee benefits 15,409 15,343 50,303 45,642

Directors fees 2,400 2,484 7,311 7,468

Share-based payments 372,723 - 331,225 -

41,498 44,411 460,998 133,042


Depending on the nature of services and costs, certain amounts have been capitalised to intangible assets

as they are directly attributable to existing projects.


CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

For the three months ended December 31, 2025 and 2024




37


16. Commitments and contingencies

Licence work commitments:

The Group has the following indicative expenditure commitments at December 31, 2025 being minimum work

requirements under its minerals mining permit and minerals prospecting licence). The Company is dependent on

certain factors to be able to meet these minimum work requirements. They are set out in Note 1.


December 31, 2025 March 31,2025




Within one year - -

After one year but not more than five years (NZD 6,000,000) 4,757,000 4,901,400

4,757,000 4,901,400


Minerals Mining Permit 55549

The Minerals Mining Permit was granted on December 6, 2013. On November 7, 2019, the Group was granted a

change of conditions in the permit to defer the minimum work programme commitments. On August 23, 2021,

the Group applied for a change of conditions in the permit to further defer the minimum work programme

commitments program to align the hurdles with an expected realistic timeline for preparation of a new marine

consent application. The application was declined by New Zealand Petroleum & Minerals on March 14, 2024, on

the basis that the Group has not made sufficient progress in applying for Marine Consent.

The decision by New Zealand Petroleum & Minerals to decline the change of conditions does not impact the

validity of the permit.

The Group is evaluating its options to raise the necessary level of funding for the process of re-application for a

Marine Consent and additional data collection related to the Consent application process.

The minimum work programme includes:

Within 96 months of the commencement date of the permit, the permit holder shall:

• Complete and submit a sufficiently detailed engineering study and feasibility study, which (without

limitation) is at the level of detail to reach a decision-to-mine milestone; and

• Submit a detailed timeline for the construction/refit of a selected vessel including (without limitation)

the detail timing of the commissioning and mobilisation to the Chatham Rise; and

• Complete and submit a marine operations risk review report that includes (without limitation) a HAZID

Risk Assessment Matrix, risk review of on-board processing and risk review of planned and

unplanned maintenance in various weather scenarios; and

• Either commit by notice in writing to the Chief Executive to carry out the work programme obligations

set out for the following 24 months and to commence production within 60 months of the

commencement date of the permit or surrender the permit.


CHATHAM ROCK PHOSPHATE LIMITED
Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

For the three months ended December 31, 2025 and 2024




38


16. Commitments and contingencies (continued)


Within 120 months of the commencement date of the permit, the permit holder must spend on average NZD 2

million per annum completing appropriate sampling, geophysical and geotechnical surveys and data analysis

(without limitation) in respect of the mining blocks identified for the first five years of production. For the

remainder of the term the Group must spend NZD 2 million per annum on carrying out further specified work

programme commitments.

In addition to those disclosed above, there are other specific work programme commitments under the permit

which applies only once the Group enters the production stage.

As the Group has not yet obtained a marine consent, the Group has been unable to carry out certain aspects of

their minimum work programme.


17. Subsequent events

On July 4, 2025, an interested party entered into a non-binding term sheet with the Group and commenced due

diligence on the Chatham Rise Project. The exclusivity period to finalize the transaction is nine months from July

4, 2025. Upon successful completion of due diligence, the Group may enter into a definitive investment

agreement which would provide an option to the interested party to acquire up to 75% stake in the Chatham

Rise project through an agreed earn-in program.

There were no other material subsequent events up to the date of this report.

---

Chatham Rock Phosphate MD&A Report for Dec 31, 2025
Page 1


CHATHAM ROCK PHOSPHATE LIMITED (“CRP”)


MANAGEMENT’S DISCUSSION & ANALYSIS


FOR THE THREE MONTHS ENDED DECEMBER 31, 2025


(All amounts stated in Canadian dollars, unless otherwise indicated)


Attention is called to a caution in respect of Forward-Looking Statements - included at page 28



CRP is Stock Exchange listed in Canada, New Zealand and Germany.


As a result, Chatham is positioned on the world stage to more effectively raise funds from

international investors. These funds are required to reapply for the Marine Consent required to

give effect to our granted mining permit on the Chatham Rise and to build an international

phosphate mining and trading house with a focus on low cadmium, organic phosphate.


The TSX.V listing in Canada was achieved by means of a merger with dual listed Antipodes Gold

Limited (“Antipodes Gold”), which, having sold its Coromandel based gold assets to Newmont

New Zealand, was a cashed-up shell. Antipodes Gold consolidated its shares 1 for 10 and then

made a one Antipodes share for 65.59 Chatham shares offer. That process was complex, highly

regulated and took over a year to complete.


In parallel with that CRP undertook multiple investor roadshows in Europe and Canada and has

continued to steadily raise working capital from investors there, as well as in New Zealand and

Asia. CRP has now raised $12.7 million since the Marine Consent was declined in February 2015.

During this period, the market capitalisation has recovered from $2.4 million to a peak of $32

million and is presently $5.7 million (CAD) on the TSX.V and $6.2 million (CAD) on the NZX.


The cornerstone investors are based in Australia, Singapore, Germany and Switzerland and

together with the CRP management team hold, directly and indirectly, approximately 27.8% of

the company. The rest of the shares are held by more than 3,000 shareholders in fourteen

countries.


CRP is expecting to raise the funds required to complete the Marine Consent reapplication either

from further share subscriptions, operating cash flows from the Korella or Avenir Makatea

projects, the sale of one or more of these assets, or by attracting investment directly into the

Chatham subsidiary that holds the Chatham Rise project.


Once the required level of funding has been raised, it is then expected to take 15 months to

complete the work required to submit the re-application with a possible submission date in Q3,

2027. Assuming that the application is fast tracked this would lead to an expected grant date of

Q2 2028 and eventual production in 2030.


As part of our strategy to build an international diversified phosphate business, on April 28, 2021

CRP announced that it had entered into a formal agreement with the shareholders of Avenir

Makatea Pty Limited (“Avenir”), an Australian incorporated company to purchase all of the issued

and outstanding shares of Avenir (the “Acquisition”). Avenir, through its wholly owned French

Polynesian subsidiary, SAS Avenir Makatea, holds an exploration research permit to explore for

phosphate on the French Polynesian island of Makatea. The Makatea project covers an area of

1,035 ha (10.36 km2). The island is a well-known source of phosphate and was previously mined

until 1966. Avenir has filed an application for a mining concession over the project area which

remains in progress. The acquisition transaction was completed on June 30, 2021.

Chatham Rock Phosphate MD&A Report for Dec 31, 2025
Page 2


Contents




INTRODUCTION ..............................................................................................................................................3


CORPORATE HISTORY AND NATURE OF THE BUSINESS .................................................................................3


BOARD OF DIRECTORS....................................................................................................................................5


CAPITAL TRANSACTIONS AND SIGNIFICANT EVENTS .....................................................................................5


Capital Transactions ...................................................................................................................................5


Significant Events........................................................................................................................................5


CHATHAM ROCK PROJECT AND EXPLORATION..............................................................................................7


AVENIR MAKATEA PHOSPHATE PROJECTS .................................................................................................. 12


FINANCIAL COMMENTARY .......................................................................................................................... 14


Selected Annual Information................................................................................................................... 14


Summary of Quarterly Results ................................................................................................................ 14


Significant Expenses of a Corporate Nature............................................................................................ 14


Liquidity and Capital Resources............................................................................................................... 16


Related Party Transactions...................................................................................................................... 16


SUBSEQUENT EVENTS.................................................................................................................................. 16


Use of Financial Instruments ................................................................................................................... 17


Contractual Obligations and Commitments............................................................................................ 17


Off-Balance Sheet Arrangements and Contingent Liabilities .................................................................. 17


Critical Accounting Policies and Estimates .............................................................................................. 17


Mineral Properties................................................................................................................................... 18


OUTLOOK..................................................................................................................................................... 19


RISKS, UNCERTAINTIES AND OTHER ISSUES ................................................................................................ 19


Risk Factors.............................................................................................................................................. 19


SUPPLEMENTAL TO THE FINANCIAL STATEMENTS ..................................................................................... 27


Outstanding Share and Option Data ....................................................................................................... 27


FORWARD-LOOKING STATEMENTS ............................................................................................................ 28

Chatham Rock Phosphate MD&A Report for Dec 31, 2025
Page 3




100%

Avenir Makatea Pty Limited


Incorporated under the

Australian Corporations Act

2001


100%

SAS Avenir Makatea

Incorporated under the laws

of French Polynesia


INTRODUCTION


This discussion and analysis of the operating results and financial condition of Chatham Rock Phosphate

Limited (“Chatham Rock”, or the “Company”) for the three months ended December 31, 2025, as prepared

on March 2, 2026 should be read in conjunction with the audited consolidated financial statements and

related notes for the same period and is intended to provide the reader with a review of the factors that

affected the Company’s performance during that year and the factors reasonably expected to impact future

operations and results.


The audited consolidated financial statements and related notes of Chatham Rock have been prepared in

accordance with accounting principles that comply with International Financial Reporting Standards

(“IFRS”) as issued by the International Accounting Standards Board. The financial statements and all

amounts in this report are expressed in Canadian dollars, except where otherwise indicated.




CORPORATE HISTORY AND NATURE OF THE BUSINESS


Chatham Rock is incorporated under the Business Corporations Act (British Columbia) and listed on the

Toronto Stock Exchange’s Venture Exchange (“TSX-V”). The Company is also registered under the New

Zealand Companies Act 1993 and listed on the New Zealand Stock Exchange (“NZX”).


A name change from Antipodes Gold Limited to Chatham Rock, in February 2017, was undertaken at the

same time as a reverse takeover arrangement for the Company to acquire its main subsidiary, Chatham

Rock Phosphate (NZ) Limited (“Chatham (NZ)”) (which was incorporated in New Zealand under the

Companies Act 1993 on April 27, 2004).


Chatham (NZ)’s registered office and principal place of business is located at Level 1, 93 The Terrace,

Wellington 6011, New Zealand.


In June 2021 Chatham acquired Avenir, which through its wholly owned French Polynesian subsidiary, SAS

Avenir Makatea, holds an exploration research permit to explore for phosphate on the French Polynesian

island of Makatea. The Makatea project covers an area of 1,035 ha (10.36 km2). The island is a well-known

source of phosphate and was previously mined until 1966. Avenir has filed an application for a mining

concession over the project area which remains in progress.


Significant Intercorporate Relationships



Chatham Rock Phosphate Limited (Chatham Rock)


Incorporated under the Business Corporations Act (British Columbia)


100%

Chatham Rock Phosphate

(NZ) Limited


Incorporated under the New

Zealand Companies Act 1993


100%

Pacific Rare Earths Limited

Incorporated under the New

Zealand Companies Act 1993

Chatham Rock Phosphate MD&A Report for Dec 31, 2025
Page 4


Chatham (NZ) is a junior mineral development company, focused on the development of a marine

phosphorite deposit off the coast of New Zealand as part of its strategy to build an international

phosphate mining and trading house with a focus on low cadmium, organic phosphate. It has not

commenced mining operations or generated operating revenues to date.


Chatham (NZ) holds a Mining Permit over an area off the coast of New Zealand with significant seabed

deposits of rock phosphate, rare earths and other potentially valuable minerals.


In 2007, Chatham (NZ) and an associate applied for a prospecting license over an area covering a portion

of a phosphorite deposit on the Chatham Rise, being historically an intensively investigated area of the

Chatham Rise for potentially economic concentrations of rock phosphate.


In 2010, Chatham (NZ) (as to 90%) and its associate (as to 10%) were jointly granted a prospecting licence,

pursuant to the Crown Minerals Act 1991 of New Zealand, covering 4,726 of the Chatham Rise.

Following the prospecting licence being granted, Chatham (NZ) carried out significant background work as

part of the licence requirements to further characterize the phosphorite resource and assess the potential

environmental impacts of a possible mining operation in a marine environment.


Since acquiring the original prospecting licence in 2010, Chatham (NZ) has commissioned six cruises in two

programs. The key objects of the cruises were to corroborate the previous work conducted on the

Chatham Rise and to collect further geological, geotechnical, geophysical and environmental data. For

phosphorite grade corroboration purposes, the M.V. Tranquil Image cruise collected 55 samples using a

Van Veen grab. The R.V. Dorado Discovery conducted four cruises out to the project area and collected

181 box core and grab samples as well as environmental data.


The data collected by Chatham (NZ) allowed better delineation of the deposit. The more recent work by

Chatham (NZ) on investigating this resource confirmed the general tenor of the phosphorite grades and

location of phosphorite in the area, advanced work aimed at investigating the feasibility of mining the

resource and has provided valuable information to assess the environmental effects of the proposed

mining operations.


In early 2011, Chatham (NZ) commissioned independent studies for the design of a system to recover

phosphorite from the Chatham Rise seabed from three of the largest dredging companies in the world.

Boskalis Offshore Subsea Contracting B.V (“Boskalis”) was one of the participants and was selected by

Chatham (NZ) as its preferred technical partner for the Chatham Rise Project.


Chatham (NZ) divested some oil and gas related investments to its associate in exchange for it transferring

its 10% interest in the prospecting license to Chatham (NZ), resulting in the project becoming wholly owned

by Chatham (NZ).


In September 2012, Chatham (NZ) applied for a Mining Permit in respect of a part of the area covered by

the Continental Shelf Licence. As part of that application process and in anticipation of applying for the

Marine Consent, Chatham (NZ) consulted with a range of stakeholders. This has included the local (Maori)

Iwi, the Chatham Islands community, the Government, fishing groups and a range of environmental groups.

The purpose of this consultation was to establish a relationship with these parties and to identify and

resolve issues associated with the mining proposal. As a result, the Directors believe that the project is now

well understood by a wide range of stakeholders and in turn Chatham (NZ) has a better understanding of

the views and possible concerns of all parties whose interests are potentially affected by the project.


The Mining Permit was granted on December 6, 2013.


In May 2014, Chatham (NZ) submitted to the (New Zealand) Environmental Protection Authority (“EPA”)

a formal application for Marine Consents. The application was declined on February 11, 2015.


Chatham (NZ) aims to pursue a re-submission of its Marine Consent application and has been raising equity

capital in preparation for this task.

Chatham Rock Phosphate MD&A Report for Dec 31, 2025
Page 5


BOARD OF DIRECTORS






Chris Castle President and CEO (New Zealand based)


Linda Sanders Non-executive Chairman (New Zealand based)


Colin Randall Executive director (Australia based)


Robert Goodden Independent non-executive director (England based)


Jill Hatchwell Non-executive director (New Zealand based)


Ryan Wong Non-executive director (Malaysia based) and


Georg Hochwimmer Independent non-executive director (Germany based)



CAPITAL TRANSACTIONS AND SIGNIFICANT EVENTS


Capital Transactions


Chatham (NZ) has continued to raise additional equity capital totaling $2.145m in the twenty-four months

to December 31, 2025. These funds have been applied to cover corporate overheads, development of

the Korella projects in Australia, the mining permit application process in French Polynesia, and to limited

preparatory work in reapplying for the marine consent for the Chatham Rise project.


Avenir Makatea Acquisition


On June 30, 2021, the Company completed the acquisition of Avenir Makatea Pty Limited (“Avenir”).

Pursuant to the terms of the Share Purchase Agreement dated April 28, 2021, between the Company and

Avenir’s shareholders, the Company issued a total of 17,857,738 common shares to the former Avenir

shareholders (the “Consideration Shares”).


A total of 10,722,858 of the Consideration Shares were issued to Mr. Colin Randall, the Executive Chairman

of Avenir, and a trust in which members of Mr. Randall’s family hold an interest. In addition, pursuant to

the terms of the Share Purchase Agreement, Mr. Randall has been appointed to the Company’s Board of

Directors. Upon gaining control over these common shares, Mr. Randall and his family trust now hold

approximately 10.4% of the Company’s issued and outstanding common shares.


Avenir, through its wholly owned French Polynesian subsidiary, SAS Avenir Makatea, holds an exploration

research permit to explore for phosphate on the French Polynesian island of Makatea. The Makatea

project covers an area of 1,035 ha (10.36 km2). The island is a well-known source of phosphate and was

previously mined until 1966. Avenir has filed an application for a mining concession over the project area

which remains in progress.


Significant Events


Apart from progress in preparing for the marine consent reapplication, the Company completed its reverse

takeover merger with Antipodes Gold Limited on 24 February 2017.


This resulted in Chatham Rock gaining a listing on the Toronto Venture Exchange (TSX.V Code “NZP”).

Chatham Rock is now also quoted on the Frankfurt Exchange.


On September 5, 2018, Chatham Rock announced that it had recently formed a 100% owned subsidiary

Chatham Rock Phosphate MD&A Report for Dec 31, 2025
Page 6


Pacific Rare Earths Limited.


This company has been formed to project-manage a work programme aimed at quantifying the extent,

value and recoverability of Rare Earths Elements (REE) and other potentially strategic or valuable minerals

contained in the rock phosphate nodules on the Chatham Rise.


In addition, the company will be investigating the existence and recovery potential of rare earths and other

valuable minerals in seafloor muds on the Rise.


Rare Earths in phosphate


A recent study of marine phosphate nodules by the United States Geological Survey reveals that there are

significant quantities of REE contained within the phosphate nodules on the Chatham Rise. Of the 17

recognised rare earths, 15 are present in Chatham Rise rock phosphate nodules, as well as varying

concentrations of other valuable minerals including nickel, cobalt, chromium, vanadium, zirconium,

fluorine and strontium. Collectively these minerals, if they can be efficiently extracted as by-products,

represent not only an immensely strategic asset for New Zealand but could significantly improve the

already attractive forecast project economics.


The presence of these minerals within the phosphate rock is highly significant because the contained value

may be released onshore (if extraction proves feasible and economically viable) without any change to the

proposed mining system, and without any additional environmental impacts in the Project area.


Rare Earths in seafloor muds


Shareholders will recall that we established and announced some time ago that there were significant

quantities of rare earths and other valuable minerals in the seafloor muds in our permit area. These include

cerium, lanthanum, neodymium, praseodymium, yttrium, cobalt, rubidium, cesium, germanium, gallium,

strontium, thallium and tungsten.


The primary challenge associated with the production of rare earths from the muds is the extraction

process, and the advancement of processing technology that will be required in order to demonstrate the

feasible and economically viable separation of any of these minerals. In addition, recovery of rare earths

from muds will involve the development of a new marine mining system and therefore will be considered

for development separately from the existing CRP rock phosphate nodules project.


Further Independent Research


The information CRP already holds about REEs and other valuable minerals in its permit areas was

generated by independent organisations, with some of this work undertaken up to a decade ago. The

current knowledge confirms that REEs occur over a wide area and estimates of the average grades and

therefore the size of the potential deposits has been made at a conceptual level. The current conceptual

information, when assessed against current price data, confirms the significance of potential value.


As a result of the extremely favourable preliminary research, CRP recently commissioned Victoria

University of Wellington to conduct a study to determine if it is scientifically and economically possible to

extract strategically important rare earth elements (REE) from the marine sediments associated with the

Chatham Rise phosphate deposit.



CRP is excited to be engaging in the investigation of REE recovery, which is a strategic priority of the New

Zealand Government in relation to the mineral sector, as stated by the Honorable Dr Megan Woods,

Chatham Rock Phosphate MD&A Report for Dec 31, 2025
Page 7


Minister of Energy and Resources in 2018


The Chatham Rise rock phosphate and rare earths deposit has the potential to contribute to the

understanding of REE potential in New Zealand, given that it is likely that there is more information already

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

Zealand.



CHATHAM ROCK PROJECT AND EXPLORATION


CHATHAM RISE TECHNICAL REPORT


The summary below concerning Chatham’s Chatham Rise Phosphorite Project (the “Chatham Rise Project”

or the “Project”) is taken from the Chatham Rise Technical Report dated April 24, 2015, and prepared by

René Sterk, MSc MAIG MAusIMM CP (Geo). For further detailed information concerning the Chatham Rise

Project, the reader is directed to read the full Chatham Rise Technical Report.


The Chatham Rise Technical Report has been compiled by RSC Consulting Ltd (“RSC”) in compliance with

Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) and Form

43-101F1. The Report constitutes the supporting documentation for the estimate of a phosphorite

resource for the Chatham Rise Project. This resource estimate has previously been the subject of a

technical report compiled by RSC on behalf of Chatham (NZ) (RSC, 2014), which was prepared in

compliance with the 2012 edition of the Joint Ore Reserves Committee (JORC). While the resource

estimate disclosed in the present Report has not changed and has an effective date of March 3, 2014, this

Report presents the estimate in compliance with NI 43-101, and also includes updated information on the

Chatham Rise Project in light of environmental permitting developments that have taken place since the

previous report (RSC, 2014) was published. The effective date of the Report is July 6, 2015.


Property Description and Ownership


The Project covers an area of seabed phosphorite nodules that is situated about 450 km offshore of the

east coast of New Zealand at approximately 350 to 450 m water depth.

Chatham Rock Phosphate MD&A Report for Dec 31, 2025
Page 8






























Location of the Chatham Rise Project



Chatham holds Mining Permit Number 55549 which was granted to Chatham (NZ) in December 2013

(“Mining Permit”). The Mining Permit is not due to expire until 2033 and, subject to the granting of a

Marine Consent from the Environmental Protection Authority (“EPA”), will allow Chatham (NZ) to

conduct mining operations.


Chatham previously held a Prospecting Licence (MPL 50270) which originally expired on February 25, 2014.

An application for an extension of a term for a further four years was submitted to New Zealand Petroleum

and Minerals (“NZPAM”) in December 2013, and the licence was successfully renewed in August 2016, for

a further 6 years from February 2014 to February 2020. At that time the licence area was reduced from

3,905 square kilometres to 2,876 square kilometres. On August 29, 2019, this prospecting permit was

relinquished six months prior to the end of its term. This has no impact on the mining permit and the

proposed mining programme.


Chatham Licence Holding



Asset


Holder


Interest (%)


Status

Licence

Expiry


Area (km

2

)

MP 55549 Chatham 100 Exploration Dec. 5, 2033 820

Mining Permit


(NZ)




Geology and Mineralization


The phosphorite deposit occurs as a thin surficial seafloor layer of phosphorite-bearing glauconitic sand

with thicknesses typically ranging from 0 to 1 m, at depths of 350 to 450 m below sea level. The sand layer

consists of mainly silt and sand-sized sediments, with phosphatised chalk nodules up to 15 cm in diameter.

Chatham Rock Phosphate MD&A Report for Dec 31, 2025
Page 9


Exploration


Phosphorite nodules were first discovered on the Chatham Rise in the 1950s by a New Zealand

Government survey. During the 1960s to 1980s several private and government sponsored cruises

explored the Chatham Rise and surrounding seafloor area. The most extensive surveys were conducted

by an agreement between the New Zealand Department of Scientific and Industrial Research and the West

German Government on cruises by the German research vessels R.V. Valdivia in 1978 and R.V. Sonne in

1981.


The 1978 R.V. Valdivia cruise was the first intensive sampling and research campaign to be conducted over

the Chatham Rise; a total of 655 samples from 689 attempts were collected over a 300 km

2

area in the

west of the Project area. The majority of the samples were collected using a large Van Veen-style grab of

0.12 m

3

volume, weighing approximately 400 kg.


The 1981 R.V. Sonne cruise was the most comprehensive exploration effort to assess the Chatham Rise

phosphorite deposit. In addition to oceanographic, meteorological and geophysical data, the cruise

collected 19 hours of video recordings of the sea floor as well as 519 sediment samples taken by a

pneumatic grab-sampler. The seafloor sediment samples collected during this cruise are the most

representative sample data collected on the Chatham Rise and are considered to be of a high enough

quality to include in a resource estimation.


Since acquiring the licence in 2010, Chatham (NZ) has conducted six cruises in two programs in the Project

area. The key task of the cruises was to validate the previous work conducted on the Chatham Rise and

collect further geological, geotechnical, geophysical and environmental data. For phosphorite grade

estimation purposes the M.V. Tranquil Image cruise collected 55 samples using a Van Veen grab. The R.V.

Dorado Discovery conducted four cruises to the Project area and collected 206 box core and grab samples.


Sample quality and QA/QC measures varied considerably between the cruises and within each cruise. A

critical part of the assessment of the data collected in the Project area was to determine what quality

thresholds to use to allow or disallow data to enter into the estimation process. As part of the data

verification process, the relative and absolute quality of the data was assessed in as much detail as

practically possible. In general, the best samples were those that were collected using the pneumatic grab,

sampled the full sand horizon, had a small survey error and had no other apparent data ambiguities.

Samples collected from the R.V. Sonne are considered to represent the better-quality samples collected in

the licence area, followed by some of the R.V. Valdivia samples and then the box core samples from the

Dorado Discovery. Samples not included in the resource estimate are samples that failed due to technical

failure, samples collected but which have no data recorded, samples with no location coordinates, non-

validated data and samples documented as washed or otherwise biased.


Mineral Resources


Definition of the domains used for modelling was based on seismic facies delineated during the R.V. Sonne

cruise. A 2D block model was constructed based on 1 km by 1 km blocks that covers the main sampled

area based on the average data spacing in the main sample areas. A maximum search radius of 3,000 m

was used based on variogram modelling.


Estimation was performed in each domain using ordinary kriging using the accumulation method on the

parameters Ph kg/ m

2

(phosphorite grade), Depth and Sample Quality Ranking (“SQR”). The grade (Ph kg/

m

2

) was then calculated by dividing Ph kg/ m

2

by the estimated Depth for each block.


A total of 80 million m

2

at an average grade of 290 kg/ m

2

is classified as a global Inferred Mineral Resource

Chatham Rock Phosphate MD&A Report for Dec 31, 2025
Page 10


at a cut-off grade of 100 kg/ m

2

(table below). There are no resources classified in indicated or measured

categories. As the Chatham Rise phosphorite resource is classified entirely as an Inferred Mineral Resource it

does not constitute a mineral reserve and so does not have demonstrated economic viability. The

specification of the phosphorite (i.e. the phosphate content) has been studied by various operators including

Chatham (NZ), and, even though a representative average grade cannot be determined for the Mineral

Resource, the tenor of the specification (in the order of 18-19% P2O5 of screened material) is suitable to

allow classification into the Inferred Mineral Resource category.


The average thickness of the resource is 0.20 m.


Statement of Mineral Resources (phosphorite) for Mining Permit 55549, Chatham Rise. Estimates are

rounded to reflect the level of confidence in these resources at the present time.




Classification

Volume (m

3

)

Thickness (cm)

Ph kg/m

3


Inferred

Mineral

Resource

80,000,000 20 290

Notes:

1. The Mineral Resource is reported in accordance with CIM NI 43-101, 2011 edition

2. The Mineral Resource is contained within MP 55549

3. All resources have been rounded to the nearest 0.1 million tonnes

4. Ph kg/m

3

is the weight of phosphorite per cubic metre

5. Even though a representative average grade for the specification (phosphate grade)

cannot be determined for the Mineral Resource, the tenor of the specification (in the

order of 18-19% P

2

O

5

of screened material) is suitable to allow classification into the

Inferred Mineral Resource category

6. The Mineral Resource is reported at 100 kg/m

3

phosphorite cut-off grade

7. The Mineral Resource is classified entirely as an Inferred Mineral Resource. It does

not constitute a mineral reserve and so does not have demonstrated economic

viability.


RSC’s analysis to date indicates that a potentially economically extractable Mineral Resource exists in the

Project area. Several high-profile sampling cruises, most independent from each other, have all identified

grades of economic interest within the same area. These cruises have been well documented and specific

knowledge on sampling systems has been retained and included in this Report.


Recommendations


In addition to the Inferred Mineral Resource described above, in RSC’s opinion, there is significant

exploration potential to extend the Mineral Resource within the Mining Permit. Based on existing

sampling data (that was not included in the resource because of lower density of sampling or lower SQR

numbers), the exploration target would be in the order of 30,000,000 to 50,000,000 m

3

at grades between

200 and 300 kg/m

3

. The potential quantity and grade of this global exploration target is conceptual in

nature. There has been insufficient exploration to define a Mineral Resource and it is uncertain if further

exploration will result in the target being delineated as a Mineral Resource.


RSC recommends that further seafloor sampling is undertaken to both increase the confidence in the

established Mineral Resource as well as to extend the boundaries of the resource, predominantly towards

the west where currently low-quality Valdivia data indicate an exploration target of at least 5 Mt

phosphorite. Increasing the confidence in the current Mineral Resource by additional sampling will give

Chatham (NZ) the grade and geological confidence in the phosphorite deposit to allow them to further

develop mining plans and economic studies.

Chatham Rock Phosphate MD&A Report for Dec 31, 2025
Page 11


Outlook


Chatham (NZ) continues to progress the Chatham Rise Project towards mining whilst also examining other

high quality phosphate projects featuring strong grades, meaningful size, mining-friendly locales near

significant markets.


Chatham (NZ) remains confident that its phosphate deposit places it in a strong position globally to deliver

an essential ingredient to the agriculture industry, where the demand for food remains a growth market

in turbulent economic times. Despite challenging market conditions, Chatham (NZ) considers that the

ongoing volatility in the major phosphate producing regions (Middle East and North Africa) supports its

conviction in the importance of executing well-planned, efficient exploration and development program

designed to advance this high-quality phosphate project; and to pursue other high –quality projects within

our area of expertise.


The Chatham Rise phosphate has valuable attributes:


• It is a reactive phosphate, of grades between 21-22% P205 that may be directly applied to existing

pastures, without the necessity of beneficiation or upgrading.

• It is low in deleterious metals (cadmium) and has other significant environmental benefits over

conventional imported phosphate products.

• It is a key ingredient of New Zealand’s major agriculture industry.

• The project shows strong economic advantages over imported products where production and

delivery to market costs of the Chatham Rise product are equivalent to transport costs to NZ of

similar products.

• There is significant upside exploration potential, with grab tests of adjacent ground showing

individual samples of economic grade, and much of the highly prospective Chatham Rise is

untested.


Chatham (NZ) is in the process of reapplying for a marine consent to mine phosphate nodules on the

Chatham Rise seabed. Mitigation of the effects of mining on the corals by excluding known coral areas,

adaptive management, articulation of the clear economic benefits, and a better understanding of

modelling and risk management should ameliorate EPA concerns. Chatham (NZ) remains confident that

marine resource consents will be granted.


Current Work Program


• Working closely with the various government organizations, significant work is aimed at preparing

re-application documents for the Marine Consent.

• Additional field trials are being scoped to establish the suitability of the Chatham phosphate for

direct application in a range of New Zealand geographic agricultural conditions.

• Optimization of the current resources is being undertaken to establish better mine plans that

amongst a range of outcomes addresses the exclusion of known coral thickets.

Chatham Rock Phosphate MD&A Report for Dec 31, 2025
Page 12


AVENIR MAKATEA PHOSPHATE PROJECTS


Chatham is taking advantage of the work already undertaken by Avenir in regard to Makatea as well as the

efforts in Queensland, since July 2021, to expand and deepen its overall ambitions to build an international

phosphate mining and trading house focusing on the rapidly expanding organic and low cadmium

phosphate marketplace.


SAS Avenir Makatea Mining application


SAS Avenir Makatea (wholly owned subsidiary of Avenir) was granted an exploration permit on 28 January

2014 and in September 2016 Avenir applied for a mining concession to mine/rehabilitate an area of 600

ha of previously mined land. The Project, if it proceeds, is expected to have a 30-year life.


The application is now being processed under the terms of a new Mining Code for French Polynesia that

was promulgated in January 2020. The existing Environmental Code was recently successfully harmonised

with the new Mining Code.


The Project is subject to a Public Enquiry process that leads to recommendations to the Council of Ministers

for the grant of the Mining Concession. The Public Enquiry, which will be based on the presentation of an

updated Environmental Impact Assessment and an Economic Benefit Analysis, is expected to take place in

2025.


Nominated consultants in French Polynesia, in association with the staff of SAS Avenir Makatea, will

prepare the two reports and present these to the public in advance of /and during the one-month public

enquiry period.


Following the enquiry, the process for determining the application is set out by the Mining Code including

presentations to the nominated Mining Committee. The Committee makes its recommendations to the

Council of Ministers. Following the past four years of intensive consultation with landowners of Makatea

and the continuing consultation with Government since 2011, Avenir looks forward to the granting of the

Mining Concession in late 2025.


Marketing of Makatea organic phosphate into USA and Canada


Following earlier studies by Avenir into the organic farming market in the USA and Canada, Makatea

phosphate was certified by OMRI as an organic phosphate to facilitate marketing. Recent discussions with

US based companies with current marketing to the organic farming market, are progressing with the aim

of establishing long term offtake agreements for sales into the expanding organic market in USA and

Canada.


Korella Projects



Korella North EPM 28589


EPM 28589 - Korella North was granted 8 February 2024 and provides a near surface phosphate deposit,

some 22 m thick, with low-cost entry to commence mining. The adjacent rail provides early opportunity

for bulk loading onto rail when there is capacity for ship loading in Port of Townsville. A conceptual

geological model and mine plans have been completed utilising extensive drill and quality data from

previous exploration. This EPM provides the opportunity to undertake drilling/trenching to delineate

mining reserves. The mining permit was granted December 31, 2024, and preparatory steps have been

taken with the aim to be in production in 2026.


Chatham Rock Phosphate MD&A Report for Dec 31, 2025
Page 13


Korella South EPM 28187


The license EPM 28187 lies to the south and east of ML 90209. Exploration within the 200 sq.km. area is

yet to commence. This license has been relinquished.


Korella MCP Pty Ltd


A scoping study for the production of monocalcium phosphate – MCP- has been completed. Bench scale

production of MCP is proceeding at Monash University. Korella MCP Pty Ltd has been dissolved.


Pacific Rare Earths Pty Ltd


The presence of Rare Earth Elements in phosphates within ML 90209 has led to testing by CSIRO, ANSTO

and Mintech into potential extraction methods. The results of the testing are yet to be reported.


Selenium Projects


1. Gunnerside EPM 28676

Exploration for selenium is planned at a granted exploration area of 9.6 sq km exploration area 20 km

west of Hughenden in Far North Queensland with seleniferous Toolebuc formation and geo-botanical

selenium indicator plant Neptunia amplexicaulis present. First exploration activities, being soil and

plant testing, are yet to take place.


2. Tambo EPM 28606

Exploration for selenium – Granted exploration area of approx. 200 sq.km. with the potential for

production of selenium enriched limestone from the Toolebuc Formation in the Rolling Downs group

within the Eromanga Basin. First exploration activities being soil sampling are yet to take place.


In order to progress these selenium projects a new Australian subsidiary company, Organoselenium Pty

Ltd, was established.


The tenements Gunnerside EPM 28676 and Tambo EPM 28606 will be transferred from Avenir Makatea

Pty Ltd into the new company. Organoselenium Pty Ltd has attracted four new investors who recognise

the value of selenium.


Selenium’s addition to the Australian list of Critical Minerals assists the new company’s prospects.

Chatham Rock Phosphate MD&A Report for Dec 31, 2025
Page 14


FINANCIAL COMMENTARY


The Company prepares and files its financial statements and related notes in accordance with accounting

principles that comply with International Financial Reporting Standards (“IFRS”) as issued by the

International Accounting Standards Board.


Selected Annual Information



Year ended March 31


2025 2024 2023

$000s except for per share


Total revenue


-


-


-


Net profit/(loss)


(1,183)


(1,472)


(1,771)


Profit/(Loss) per share – basic and diluted


(0.0115)


(0.0164)


(0.0208)


(cents)



Total assets


6,876


6,959


7,853


Total long-term liabilities


-


29


59


Distribution or cash dividend declared per


-


-


-


share




Summary of Quarterly Results


Quarterly results for the past eight quarters ending December 31, 2025 are as follows:


2026 2025 2024

$000s Q3 Q2 Q1 Q4 Q3 Q2 Q1 Q4

Cash 71 40 24 35 51 54 167 110

Working capital (365) (459) (468) (314) (138) (68) (147) (75)

Total assets 6,809 6,869 6,937 6,876 6,777 7,095 6,771 6,959

Profit/(Loss) for period

(460) (123) (143) (177) (298) (354) (354) (158)

Profit/(Loss) per share (cents) (0.004) (0.001) (0.001) (0.0015) (0.003) (0.003) (0.004) (0.003)

Mineral Project expenditures * - - - 55 - 67 - (74)

Cash flow from financing (net)

453 260 50 93 236 390 461 89

Weighted average shares

(millions)

113 112 109 35 51 54 167 110


*In recent years, mineral project expenditures have been focused on the marine consent application and

reapplication.


The Company records losses each quarter/year arising from the expensing of its general and administration

expenses. Periodic (at least annual) reviews of capitalized exploration expenditures are undertaken, and

write-offs and provisions are expensed to the Consolidated Statement of Comprehensive Income.




Significant Expenses of a Corporate Nature


For the three months ended December 31, 2025, the Group recorded a net loss before income taxes of

$460,000 (2024: net loss of $298,000).

Chatham Rock Phosphate MD&A Report for Dec 31, 2025
Page 15


Significant expense categories (apart from accumulated exploration write-offs and provisions) for the

period are discussed below:






Expenditure



Dec 31,



Note



Dec 31,

2025


2024


General and administration 96 1 118

Depreciation

2 7

Employee Wages & benefits

15 22

Directors Fees

2 2

Audit fees

1 -

Legal fees

16 23

Consulting fees

(6) 60

Registry, Filing and Listing

15 26

Marketing

(1) 12

Rent

11 12

Travel and accommodation

2 6

Share-based payment

331 -

Total 484 288



Note:


1. General and Administration costs includes management fees $14,000 (2024: $15,000),

accounting services $3,000 (2024: $5,000), insurance $1,000 (2024: $nil), motor vehicle

$8,000 (2024: $12,000) and other New Zealand and Australian office costs.


Liquidity and Capital Resources

The Company’s cash position as at December 31, 2025 was $71,000. Trade and other payables total

$525,000. The Company’s existing share, option and warrant capital structure is set out at the end of this

report under the heading of “Supplemental to the Financial Statements”.




Related Party Transactions


Related party transactions are in the normal course of business and are measured at the exchange amount,

which is the value as agreed between management and the related parties.


Related party consultancy, management fees and employee benefits totaled $41,000 for the three months

(2024: $44,000) and are set out in detail in the financial statements at Note 15.


Depending on the nature of the services and costs, certain amounts have been capitalised to intangible

assets as they are directly attributable to the Chatham Rise Project.



Chatham Rock Phosphate MD&A Report for Dec 31, 2025
Page 16


SUBSEQUENT EVENTS


Subsequent to the balance date, the Group has received confirmation from the Directors confirming that

they will not demand repayment of outstanding dues for 12 months from the date of signing of these

consolidated financial statements.


Sale of Australian Subsidiary

On November 12, 2025 the Company announced that it has signed a non-binding framework agreement

with Melbourne based Australian company Austure Pty Ltd (Austure) that involves the sale of the wholly

owned Australian subsidiary Avenir Makatea Pty Ltd for a consideration of AU$ 1.4 million, comprised of

AU$ 900,000 in cash over a 24-month period, and the Company taking a 20% shareholding in a DCP/MCP

manufacturing plant to be established through an Austure subsidiary company. The parties have agreed to

work together to negotiate and sign a binding formal definitive agreement regarding the sale.


Potential Farm-in to Chatham Rise Project

On November 17 the Company provided a detailed update on the July 4 transaction referred to in our last

two quarterly reports


On that date in July the Company executed a non-binding term sheet that detailed the following proposed

transactions.


1. The Acquisition by an arm’s length party (the “Acquiror”) of an initial 15% interest in a newly formed

entity ("NewCo") whose sole asset is the wholly owned subsidiary, Chatham Rock Phosphate (NZ)

Limited (CRPNZ) which holds the Chatham Rise Phosphate offshore mining permit (MP55549) and

related assets.

2. The Acquiror has an exclusive right to increase its stake to up to 75% of the Chatham Rise project

through an agreed earn-in program (the “Transaction”).

3. The Acquiror is entitled to increase its ownership in NewCo from 15% to 75% in a stepwise fashion,

pursuant to meeting mutually agreed upon technical, financial, and regulatory milestones and

culminating with full project production permitting during the Option Period. Milestones and

corresponding equity tranches to be documented in the definitive agreement.

4. The Acquiror will be solely responsible for all future capital contributions to fund the Chatham Rise

project activities unless mutually agreed upon third party investors are included in NewCo.

5. CRP shall retain a 2.0% Net Smelter Royalty (NSR) on the project. The Acquiror shall have the right to

repurchase 2/3 of this royalty at fair market value within three years of project production. An

additional royalty kicker, up to a total of 2.5% may be agreed based on spot or realized sale prices, to

be defined in final documentation.

6. The executed term sheet (“Term Sheet”) was for discussion purposes only and did not include all the

terms, conditions or other provisions relating to the proposed investment by the Acquiror into the

offshore mining project currently held by Chatham Rock Phosphate Limited (“CRP”). No binding

agreement or commitment would exist until final definitive documents have been executed.

7. The proposed transactions may require, inter alia, the approval of New Zealand Petroleum & Minerals

and the Toronto Stock Exchange.


Recent Developments

Since the 4th of July the following events have occurred.


1. Four representatives of the Acquiror traveled to New Zealand and were based in our Wellington office

where they commenced a rigorous Due Diligence process being briefed by our management team and

meeting a wide range of stakeholders including government representatives.

Chatham Rock Phosphate MD&A Report for Dec 31, 2025
Page 17


2. Subsequently Chatham representatives met with those of the Acquiror where they confirmed that

their due diligence investigations are now completed. We are now proceeding to negotiate binding

transaction documentation. The objective is to complete the transaction documentation by the end

of Q1, 2026.


Subject to agreeing the form of final, binding transaction documents, the Chatham Rock Phosphate Board

anticipates that the Acquiror will be proceeding with the proposed transactions as outlined in the Term

Sheet.


There were no other material subsequent events up to the date of this report.



Use of Financial Instruments


For the three months ended December 31, 2025, Chatham did not enter into any specialized financial

agreements to minimize itsinvestment risk, currency risk or commodity risk. The principal financial

instruments affecting the Company’s financial condition and results of operations are currently its cash,

amounts receivable and prepayments, and accounts payable and accrued liabilities.




Contractual Obligations and Commitments


a) At December 31, 2025 the Group had no capital commitments (2024: Nil).


b) The Company has a commitment under the terms of non-cancellable operating leases of $nil (2024:

$39,0800). This is set out in detail in the financial statements at Note 7.


c) The Company has future multi-year work program obligations in order to maintain tenure of its

mineral permits. These obligations include: - permit rentals, mapping, sampling, data compilation

and modelling. These are set out in detail in the financial statements at Note 16.




Off-Balance Sheet Arrangements and Contingent Liabilities


The Company has no off-balance sheet arrangements.




Critical Accounting Policies and Estimates


Preparing financial statements requires management to make estimates and assumptions that affect the

reported amounts of assets and liabilities and the disclosure of any contingent assets and liabilities as at

the date of the financial statements, as well as the reported amounts of revenues earned, and expenses

incurred during the period. These estimates are based on historical experience and other assumptions that

are believed to be reasonable under the circumstances.


The Company’s material accounting policies are those that affect its financial statements and are

summarized in Note 2(e) of the audited financial statements for the year ended March 31, 2025.


Actual results could differ from these estimates.




Chatham Rock Phosphate MD&A Report for Dec 31, 2025
Page 18


Mineral Properties


The decision to capitalize exploration expenditures, and the timing of the recognition that capitalized

exploration is unlikely to have future economic benefits, can materially affect the reported earnings of the

Company. In line with accepted industry practice for exploration companies, the Company has adopted

the policy of deferring property specific acquisition, exploration and development costs. Deferred costs

relating to properties that are relinquished, or where continued exploration is deemed inappropriate, are

written off in the year such assessment is made. If the Company adopted a policy of expensing all

exploration costs, the Company’s asset base, shareholders’ equity, and loss from operations would be

materially different. These deferred costs will be amortized on the unit-of-production basis over the

estimated useful lives of the properties following the commencement of production. The cost of mineral

properties includes any cash consideration paid, and the fair market value of shares issued on the

acquisition of property interests, if any. The recorded amounts represent actual expenditures incurred and

are not intended to reflect present or future values.

Chatham Rock Phosphate MD&A Report for Dec 31, 2025
Page 19


The Company reviews capitalized costs on its property interests on a periodic, or at least annual, basis and

will recognize an impairment in value based upon current exploration results and upon management’s

assessment of the future probability of profitable revenues from the property or from the sale of the

property. Management’s assessment of the property’s estimated current fair market value may also be

based upon a review of other property transactions that have occurred in the same geographic area as

that of the property under review.




OUTLOOK


CRP is expecting to raise the funds required to complete the Marine Consent reapplication either from

further share subscriptions, operating cash flows from the Korella or Avenir Makatea projects, the sale of

one or more of these assets, or by attracting investment directly into the Chatham subsidiary that holds

the Chatham Rise project.


Once the required level of funding has been raised, one way or another, it is then expected to take 15

months to complete the work required to submit the re-application with a likely submission date in Q3,

2027. Assuming that the application is fast tracked this would lead to an expected grant date of Q2, 2028

and eventual production in 2030.


In June 2021 Chatham acquired Avenir, which through its wholly owned French Polynesian subsidiary, SAS

Avenir Makatea, holds an exploration research permit to explore for phosphate on the French Polynesian

island of Makatea. The Makatea project covers an area of 1,035 ha (10.36 km2). The island is a well-known

source of phosphate and was previously mined until 1966. Avenir has filed an application for a mining

concession over the project area which remains in progress.



For additional information, please refer to the Company’s website at www.rockphosphate.co.nz and for

regulatory filings, including news releases, please refer towww.sedar.com.


RISKS, UNCERTAINTIES AND OTHER ISSUES

Risk Factors


Chatham (NZ)’s business of exploring and developing for mineral resources involves a variety of

operational, financial and regulatory risks that are typical in the natural resource industry. While the risks

associated with terrestrial mineral resources, as with the Korella Projects in Northwest Queensland, are

readily understood, the risks associated with the Chatham Rise project are quite different. A number of

risks described below also generally apply to the recently acquired SAS Avenir Makatea project in French

Polynesia as it’s a very similar project in many respects. Chatham (NZ) attempts to mitigate these risks and

minimize their effect on its financial performance, but there is no guarantee that Chatham (NZ) will be

profitable in the future. The Company’s common shares should be considered speculative. Investors

should carefully consider the following risk factors:


a. Marine Consent


Chatham (NZ) cannot commence mining operations without the Marine Consent. Chatham (NZ)

filed for the Marine Consent on May 14, 2014 but was declined on February 11, 2015. While

Chatham (NZ) considers that it has a good case to receive the Marine Consent on re- application,

there is no guarantee that the Marine Consent will be granted. If the Marine Consent is not

Chatham Rock Phosphate MD&A Report for Dec 31, 2025
Page 20


granted or is granted subject to economically unfeasible conditions, Chatham (NZ) will not be able

to proceed with mining operations in respect of the Mining Permit, which could have a material

adverse effect on the financial condition, operations, and prospects of Chatham (NZ).


Recent revisions to the Exclusive Economic Zone (“EEZ”) ACT mean that the Marine Consent

decision-making process will typically be completed within a nine-month period, however, there

is provision for timeframes to be extended in certain circumstances. Any delay in the Marine

Consent decision-making process could delay the entering into of a mining contract and the

commencement of mining operations and production, which could have a material adverse effect

on the financial condition, operations, and prospects of Chatham (NZ).


b. Uncertainty Relating to Mineral Resources


Resource estimates are a product of the skill, experience and judgements of the person carrying

out the resource estimation and no assurances can be given that the estimated grade and tonnes

will be realized or that Chatham (NZ) will receive the prices assumed in determining its resources.

Valid estimates made at a given time may significantly change when new information becomes

available. While Chatham (NZ) believes that the resource estimates included in this Document are

reasonable, resource estimates by their nature are imprecise and depend on the quality of the

sampling data and to a certain extent, upon statistical inferences that may ultimately prove

unreliable.


All of Chatham (NZ)'s resources are reported as Inferred Mineral Resources. Inferred Mineral

Resources have a great deal of uncertainty associated with them as to their existence (both

quantity and ultimately recovered grade). Generally, Inferred Mineral Resources cannot form the

basis of a feasibility study or bankable feasibility study. Owing to the nature of Chatham (NZ)'s

phosphate deposit, and its accessibility, it is not guaranteed that the deposit will ever be converted

to the measured and indicated resource categories. As such, there can be no assurance that third

parties will find Chatham (NZ)'s resource categorization acceptable for future funding purposes or

capital investment decisions, which could have a material adverse effect on the financial condition,

operations, and prospects of Chatham (NZ).


c. Mining Contract and Mining Process Risk


The technical ability of Chatham (NZ) to extract phosphorite from the seabed is unproven and will

require the development of a novel mining technique in order to accommodate the depth of the

sea in the Chatham Rise area. Therefore, there are no assurances that the proposed mining

method will perform at the necessary water depths as intended or at all.


d. Requirement for Future Funding


Chatham (NZ) is likely to require access to further funding in the future and prior to

commencement of production for a variety of reasons, including working capital, expansion of the

business, new developments relating to existing operations or new acquisitions. General market

conditions, volatile phosphorite markets, the lack of any necessary permit or contract to mine, a

claim against Chatham (NZ) or other factors may make it difficult to secure funding. There is no

assurance that Chatham (NZ) will be successful in obtaining required funding as and when needed

on commercially acceptable terms.


e. Work Program Commitments

Chatham Rock Phosphate MD&A Report for Dec 31, 2025
Page 20


The Mining Permit issued by the New Zealand Petroleum and Minerals (“NZPAM”) department,

originally required that mining operations commence on or before December 6, 2017, at a mining

rate of not less than 800,000 tonnes of phosphorite per annum. Chatham (NZ) has sought and

already been granted changes to the terms of the Mining Permit to reflect that mining operations

cannot commence before 2020. On November 7, 2019, the Company was granted a change of

conditions in the permit to defer the minimum work programme commitments for a further 24

months.


Further changes to the conditions of the mining permit have subsequently been applied for to

reflect ongoing delays in the environmental permitting process that Chatham (NZ) must

undertake.


Chatham (NZ) believes that the specified mining rate can be achieved with the currently

contemplated mining processes, but many of the steps needed to reach commencement of mining

are beyond the control of Chatham (NZ) and as such there can be no guarantee that Chatham (NZ)

will be able to meet this target production within the required deadline or at all. There can be no

guarantee that Chatham (NZ) will receive Marine Consent and such other permits as may be

required for mining operations, nor that it will enter into a mining contract should Marine Consent

be granted or that a suitable mining vessel will be available in the timescale required to allow

Chatham (NZ) to satisfy the Mining Permit requirements.


The failure of Chatham (NZ) to commence mining at a rate of not less than 800,000 tonnes of

phosphorite per annum could result in a breach of the Mining Permit and give rise to the power

of the appropriate Minister, as defined in the Crown Minerals Act 1991 of New Zealand, to revoke

the Mining Permit. Whilst Chatham (NZ) believes that the appropriate Minister would likely

amend the terms of the Mining Permit in such circumstances, provided he or she was satisfied that

Chatham (NZ) was making good progress to commence mining operations as soon as practicable,

there can be no assurance that such discretion would be exercised and any such failing could have

a material adverse effect on the financial condition, operations, and prospects of Chatham (NZ).


The Mining Permit imposed other conditions upon Chatham (NZ) as well, including the

requirement to complete a study within 24 months of the permit being granted (i.e. by 6 March

2017) in support of a final investment decision. This deadline has been altered and is expected to

be extended again. However, no assurance can be given that NZPAM will accept Chatham (NZ)'s

revised timing in satisfaction of this condition, when completed and presented. Any such failing

could result in the termination or modification of the Mining Permit, which could have a material

adverse effect on the financial condition, operations, and prospects of Chatham (NZ).


Chatham (NZ) was also expected to complete appropriate sampling, geophysical and geotechnical

surveys required to define mining blocks within 48 months of the permit being granted (i.e. by 6

March 2017) and spend a minimum of NZD2 million per annum (C$1.9m) in carrying out its

activities. This deadline has also been altered twice and on,


August 23, 2021, the Group applied for a change of conditions in the permit to further defer the

minimum work programme commitments to align the hurdles with an expected realistic timeline

for preparation of a new marine consent application. The application was declined by New Zealand

Petroleum & Minerals on March 14, 2023, on the basis that the Company has not made sufficient

progress in applying for Marine Consent.


The decision by New Zealand Petroleum & Minerals to decline the change of conditions does not

impact the validity of the permit.

Chatham Rock Phosphate MD&A Report for Dec 31, 2025
Page 21


f. Market Risk


Whilst Chatham (NZ) has engaged in market research and identified a number of potential buyers

and markets in relation to the product to be mined from Chatham Rise, Chatham (NZ) has not yet

entered into any marketing, sales or offtake agreements that are in markets considered material

to Chatham (NZ). In addition, Chatham (NZ) cannot be assured of the quality of product that it

intends to produce given the nature of Chatham (NZ)'s resource, which could affect anticipated

demand. Further, the market may develop and change prior to the commencement of mining

operations and impact negatively on anticipated demand, whether as a result in a change in

technology, a new source of phosphate production or otherwise. There can be no assurance,

therefore, that Chatham (NZ) will be in a position to sell all of its mining output, if any, at profitable

prices, nor at all.


g. Mining Contract and Mining Process Risk


The technical ability of Chatham (NZ) to extract phosphorite from the seabed is unproven and will

require the development of a novel mining technique in order to accommodate the depth of the

sea in the Chatham Rise area. Chatham (NZ) intends to use a vessel that is specially modified and

equipped with a trailing suction unit. Whilst this solution relies on existing, proven technology,

the compilation of those techniques is novel and the use of the process in its proposed form and

at the depths of the Chatham Rise area is untried and may require further work. Therefore, there

are no assurances that the proposed mining method will perform at the necessary water depths

as intended or at all.


Modification of a vessel for such purpose will only take place if Chatham (NZ) is granted the Marine

Consent and enters into a mining contract. There can be no assurance that Chatham (NZ) will be

able to enter into such a contract on acceptable terms, nor at all, and the failure to do so could

delay the development of Chatham (NZ)'s project, alter Chatham (NZ)'s mining cost assumptions

and impair the ability of Chatham (NZ) to carry out future fund raises. Whilst the Directors believe

that there is competition for the award of the mining contract on competitive terms, there is no

certainty that any alternative contractors to Boskalis would be able to use the design work

completed by Boskalis, nor that any alternative contractor would be able to provide an

independently engineered processing solution on a timely basis and at a similar anticipated cost.


Work on funding strategies for vessel modification or charter is currently being considered by

Chatham (NZ). The present idea (in conjunction with project leader Boskalis) is to establish a

special purpose vehicle to own the vessel and to fund the modifications by way of a combination

of debt and equity. A consortium of investors would be sought by Boskalis to contribute equity.

There is a risk that the required funding may not be secured at all or on terms unfavourable to

Chatham (NZ), the special purpose vehicle, or the mining operator. Subject to finalization of the

financing strategy, Chatham Rock may need to contribute equity into the special purpose vehicle

which may require that Chatham Rock secures further funds. It is not Chatham Rock's intention to

make a significant equity contribution. It is also possible, however, that the vessel could be owned

by a third-party marine investor and chartered.


h. Intellectual Property Risk


In addition to the above, while the proposed mining system comprises a compilation of existing

technology, freedom-to-operate searches have not been undertaken. There is a remote possibility

that some intellectual property rights associated with the mining system design could be

proprietary to other parties. This could require licensing arrangements to be negotiated with such

Chatham Rock Phosphate MD&A Report for Dec 31, 2025
Page 22


parties or alternative designs to be developed (where any such proprietary rights exist). There can

be no assurance that such licensing arrangements will be negotiated on terms favourable or

acceptable to Chatham (NZ) or at all.


i. Production Risks


The future development of any mineral deposit involves significant risks that even a combination

of careful evaluation, experience and knowledge may not eliminate. This is particularly the case in

an offshore deposit such as that at Chatham Rise, which is subject to additional risks related to its

marine location. For example, production will be affected by weather patterns and sustained

periods of bad weather could adversely impact mining activity and reduce tonnages of the rock

phosphate mined. No assurance can be given that Chatham (NZ) will meet its annual target

production rates of 1.5Mt per annum once production starts.


In recent years, a New Zealand company called Rocket Lab has commenced launching satellites

from the Mahia Peninsula, about 500 km west of the project area. There is a risk that jettisoned

rocket components could damage the dredging vessel and/or impede the phosphate recovery

operations.


Chatham (NZ) has no operating history upon which to base estimates of future cash flow. Chatham

(NZ)'s estimates of resources and cash operating costs are, to a large extent, based upon

geological, engineering and market analyses. Estimates of capital and operating costs are

necessarily preliminary at this stage of Chatham (NZ)'s development. It is possible that actual costs

and economic returns may differ materially from Chatham (NZ)'s best estimates. It is not unusual

in the mining industry for new mining operations to experience unexpected problems during the

pre-production phase, take much longer than originally anticipated to bring into a producing

phase, and to require more capital than anticipated.


j. Changes in Law and Policy


The laws, regulations, and authorities governing Chatham (NZ) and its operations may change and

may result in additional material expenditures or time delays. Exploration and mining permits may

be susceptible to revision or cancellation by new laws or changes in direction by the government

of the day. In addition, the Exclusive Economic Zone and Continental Shelf (Environmental Effects)

Act 2012 has in recent years been subject to varying and conflicting interpretation by the Courts

which is expected to be resolved by a recent application by another marine mining project. Until

then there will continue to be uncertainty as to its interpretation or application.


Whilst the Directors believe that the Government and population of New Zealand generally

support the development of natural resources in the manner contemplated by Chatham (NZ),

there is no assurance that future political and economic conditions will not result in the adoption

of different policies or attitudes affecting ownership of assets, land tenure and mineral

concessions, taxation, royalties, environmental protection, labour relations and return of capital.

This may affect Chatham (NZ)'s ability to undertake exploration, development and mining activities

on its projects.


k. Regulatory Compliance Risks


Chatham (NZ)'s future expected mining operations and exploration activities, as well as the

transportation and handling of any products mined, are or will be subject to extensive regulations

and laws. Such regulations relate to production, development, exploration, exports, imports, taxes

Chatham Rock Phosphate MD&A Report for Dec 31, 2025
Page 23


and royalties, labour standards, occupational health, waste disposal, protection and remediation

of the environment, decommissioning and reclamation, toxic substances, transportation safety

and emergency response, and other matters. Compliance with such regulations and laws increases

the costs of Chatham (NZ)'s operations.


It is possible that, in the future, the costs, delays and other effects associated with such laws and

regulations may impact Chatham (NZ)'s decision as to whether to operate existing projects, or,

with respect to exploration and development properties, whether to proceed with exploration or

development, or that such laws and regulations may result in Chatham (NZ) incurring significant

costs to remediate or decommission properties that do not comply with applicable environmental

standards at such time.


Chatham (NZ) expends significant financial and managerial resources to comply with such laws and

regulations and anticipates the need for even greater resources if production is commenced.

Because legal requirements are subject to change and to interpretation, Chatham (NZ) is unable

to predict the ultimate cost of compliance with these requirements or their effect on operations.

Furthermore, future changes in governments, regulations and policies, such as those affecting

Chatham (NZ)'s mining operations and phosphorite transport, could materially and adversely

affect Chatham (NZ)'s results of operations and financial condition in a particular period or its long-

term business prospects.


Failure to comply with applicable laws, regulations and permitting requirements may result in

enforcement actions. These actions may result in orders issued by regulatory or judicial authorities

causing operations to cease or be curtailed, and may include corrective measures requiring capital

expenditures, installation of additional equipment or remedial actions. Chatham (NZ) may be

required to compensate others who suffer loss or damage by reason of its activities and may have

civil or criminal fines or penalties imposed for violations of applicable laws or regulations.


l. Reliance on Key Equipment


The ability of Chatham (NZ) to extract the phosphorite from the seabed will be dependent on

unique mining equipment, including a specialized vessel and trailing suction unit. Should this

unique equipment become unavailable once commissioned, Chatham (NZ) will likely have no

alternative access to its Mineral Resource. The equipment may become temporarily or

permanently unavailable to Chatham (NZ) due to factors beyond Chatham (NZ)'s control, including

adverse weather conditions, labour stoppages, rocket strike, technical failures, government

regulations, failure to secure any necessary intellectual property licenses or decisions of the

equipment operator. The unavailability of such equipment could have a material adverse effect

on the financial condition, operations, and prospects of Chatham (NZ).


m. Phosphate Demand and Pricing


The profitability of Chatham Rock's group operations, and its ordinary Share price, will be highly

dependent upon the market price of phosphate rock. Chatham (NZ)’s net earnings and operating

cash flow will be closely related and sensitive to fluctuations in the long- and short-term market

price of phosphorite. Commodity prices fluctuate widely and are affected by numerous factors

beyond the control of Chatham (NZ). The world supply of and demand for fertilizers and the

stability of exchange rates can all cause significant fluctuations in prices. These factors cannot be

accurately predicted. The price of fertilizers has fluctuated widely in recent years and future price

declines could cause commercial production to be impracticable, which could have a material

adverse effect on the financial condition, operations, and prospects of Chatham (NZ).

Chatham Rock Phosphate MD&A Report for Dec 31, 2025
Page 24


n. Reliance on Key Personnel


Chatham (NZ)'s success will largely depend on the efforts and abilities of certain senior officers

and key personnel. Chatham (NZ) is committed to providing attractive working conditions to assist

in retaining its key senior management personnel. However, there can be no assurance Chatham

(NZ) will be able to retain these key personnel. Furthermore, the number of individuals with

relevant mining and operational experience in this industry is small. The loss of key personnel or

the inability to recruit and retain high-calibre staff could have a material adverse effect on

Chatham (NZ). The addition of new personnel or employees and the departure of existing

contractors, particularly in key positions, can be disruptive and may have a material adverse effect

on the financial condition, operations, and prospects of Chatham (NZ).


Personnel requirements of Chatham (NZ) will also change. At present, Chatham (NZ) has a

particular need for scientific and communications expertise as it pursues the Marine Consent. If

granted, those needs will reduce and there will be increased need for engineering and sales and

marketing capabilities. There can be no assurance that additional personnel with such capabilities,

fit for Chatham (NZ)'s purpose, will be secured.


o. Property Title Risk


The Mining Permit covers an offshore area in the EEZ of New Zealand. The Mining Permit and

Marine Consent (if issued) can be considered utilization rights to that offshore area. These rights

may be subject to defects or challenges. If such defects or challenges cover a material portion of

Chatham (NZ)'s offshore area, they could materially and adversely affect Chatham (NZ)'s reported

Mineral Resources or its long-term business prospects. As well, any prolonged challenge to

Chatham (NZ)'s rights could result in substantial delays in its development timetable, which could

have a material adverse effect on the financial condition, operations, and prospects of Chatham

(NZ). Ambiguity can arise in the interpretation of mining legislation regulations, permits and

policy, including whether or not conditions have or have not been satisfied (either at the time of

satisfaction or subsequent thereto). For example, the precise form of study that is required to be

delivered in support of a decision to mine and in satisfaction of Mining Permit is not subject to any

further detailed guidance or definition. Interpretations, whether at the relevant time or

subsequent thereto, could result in claims or losses that have a material adverse impact on the

business, operations, assets or prospects of Chatham (NZ).


Maori customary rights, as well as requirements to consult with Maori under applicable New

Zealand law, are relevant to Chatham (NZ)'s rights. Managing relations with local Maori

communities is a matter of paramount importance to Chatham (NZ). Notwithstanding that Maori

interests do not carry with them a form of "veto" or similar right in relation to the Mining Permit

or the potential grant of the Marine Consent, there can be no assurance that customary rights

claims, as well as related consultation issues, will not arise on or with respect to Chatham (NZ)'s

rights and impact on Chatham (NZ)'s exploration, development and mining activities, which could

have a material adverse effect on the financial condition, operations, and prospects of Chatham

(NZ).


p. Environmental Risk


Chatham (NZ)'s New Zealand projects are subject to New Zealand environmental laws. These laws

include laws generally applying to the protection of the environment, as well as specific regulation

relating to areas in which Chatham operates. Exploration and mining projects can cause a variety

of environmental impacts and Chatham (NZ) is conscious of a number of potential impacts in

Chatham Rock Phosphate MD&A Report for Dec 31, 2025
Page 25


respect of its proposed mining operations, including:


• impact on fish stocks on the Chatham Rise;

• pollution risks from the vessel (e.g. oil spills);

• impact on benthic communities; and

• effects of plume (where silt and seabed materials are separated from the rock phosphate

and returned to the ocean floor, but do not settle on the seabed immediately and then go

into the lower levels of the water column).


Chatham (NZ) has collected and analyzed extensive data on these potential effects to develop and

mitigation strategies, as well as contracted scientific organizations in New Zealand and The

Netherlands (including NIWA and Deltares) to assess the environmental impacts of its operations.

This information comprises a significant part of the Marine Consent application.


Chatham (NZ) intends to carry out its operations in compliance with all applicable environmental

laws and in compliance with any conditions imposed upon it, as well as in a responsible manner.

In the event that Chatham (NZ) does not operate in compliance with all applicable laws and

conditions there is a risk that the Mining Permit and/or Marine Consent, if granted, could be

forfeited or other adverse consequences could arise.


q. NGO Risk


Mining companies are often the target of actions by non-governmental organizations and

environmental groups in the countries in which they operate. Such organizations and groups may

take actions that are illegal, unauthorized or dangerous, without the support of government, to

disrupt commercial operations. There can be no guarantee that any future action will not be taken

by any non-governmental organization or environmental group to disrupt Chatham (NZ)'s mining

operations. They may also apply pressure to local, regional and national government officials, or

local iwi groups, to take actions that are adverse to Chatham (NZ)'s operations. Such actions could

have an adverse effect on Chatham (NZ)'s ability to produce and sell its products, which could have

a material adverse effect on the financial condition, operations, and prospects of Chatham (NZ).


r. Profitability and Operating History


Chatham (NZ) has no history or earning revenue or profits and no assurance can be given by

Chatham (NZ) that it will have future revenues or profits, since these are dependent on the future

development and success of any mining operation. Chatham (NZ) has no history of mining

operations and is in a pre-revenue stage of development. As such, Chatham (NZ) is subject to

many risks common to such enterprises, including under-capitalization, cash shortages, limitations

with respect to personnel, financial and other resources and the lack of revenue. There is no

assurance that Chatham (NZ) will be successful in achieving a return on Shareholders' investment.


s. Competition and Customer Strength


The fertilizer and mining industries are intensely competitive in all phases of exploration,

development and production. Competition in the mining industry is primarily for properties that

can be developed and produced economically; technical and commercial expertise; and capital.

Many competitors not only explore for and mine phosphate rock but conduct beneficiation and

marketing operations on a global basis. Such competition may result in embedded relationships

with customers that make it difficult for Chatham (NZ) to negotiate offtake or other supply

arrangements. As well, many potential phosphate customers are better capitalized than Chatham

Chatham Rock Phosphate MD&A Report for Dec 31, 2025
Page 26


(NZ) and may engage in tactical order delays and other behaviour that could cause Chatham (NZ)

to suffer cash flow difficulties and induce it to execute transactions that do not reflect market

conditions, which could have a material adverse effect on the financial condition, operations, and

prospects of Chatham (NZ).


t. Conflicts of Interest


Certain of Chatham (NZ)’s directors, officers and significant shareholders are or may become

shareholders, directors and/or officers of other natural resource companies, and, to the extent

that such other companies may participate in ventures with Chatham (NZ), these individuals may

have a conflict of interest in negotiating and concluding terms respecting the extent of such

participation.


In the event that such a conflict of interest arises at a meeting of the directors, a director who has

such a conflict will abstain from voting for or against the approval of such participation or of its

terms. In appropriate cases Chatham (NZ) will establish a special committee of independent

directors to review a matter in which one or more directors or officers may have a conflict.


From time to time, Chatham (NZ), together with other companies, may be involved in a joint

venture opportunity where several companies participate in the acquisition, exploration and

development of natural resource properties, thereby permitting Chatham (NZ) to be involved in a

greater number of larger projects with an associated reduction of financial exposure in any given

project. Chatham (NZ) may also assign all or a portion of its interest in a particular project to any

of these companies due to the financial position of the other Company or companies.


In accordance with the laws of the province of British Columbia, the directors are required to act

honestly and in good faith with a view to furthering the best interest of Chatham (NZ). In

determining whether or not Chatham (NZ) will participate in a particular program or transaction

and the terms of such participation, the directors will primarily consider the potential benefits to

Chatham (NZ), the degree of risk to which Chatham (NZ) may be exposed and its financial position

at that time. Other than as indicated, Chatham (NZ) has no procedures or mechanisms to deal

with conflicts of interest.


u. Dependence on General Economic Conditions


The operating and financial performance of Chatham (NZ) is influenced by a variety of general

economic and business conditions, including levels of consumer spending, inflation, interest rates

and exchange rates, access to debt and capital markets, and government fiscal, monetary and

regulatory policies. Prolonged deterioration in general economic conditions, including an increase

in interest rates or a decrease in consumer and business demand, could have a material adverse

effect on Chatham (NZ)'s business and financial condition.


v. Exchange Rates


Chatham (NZ) is exposed to movements in exchange rates. Chatham (NZ)'s historical (New

Zealand) financial statements are expressed and maintained in New Zealand dollars. Exchange

rate movements between New Zealand and other countries may impact the profit and loss account

or assets and liabilities of Chatham (NZ), to the extent the foreign exchange rate risk is not hedged

or not appropriately hedged.


w. Insurance Risk

Chatham Rock Phosphate MD&A Report for Dec 31, 2025
Page 27


Although Chatham (NZ) may obtain insurance to cover some of these risks and hazards in amounts

it believes to be reasonable, such insurance may not provide adequate coverage in the event of

certain circumstances. No assurance can be given that such insurance will continue to be available

or that it will be available at economically feasible premiums or that it will provide sufficient

coverage for losses related to these or other risks and hazards. Furthermore, there are risks that

Chatham (NZ) cannot insure against, or may elect not to insure against, any such risks and hazards

and Chatham (NZ) may be subject to liability or sustain loss in such circumstances, which could

have a material adverse effect on the financial condition, operations, and prospects of Chatham

(NZ).


x. Dividends


There can be no assurance as to the level of future dividends. The declaration, payment and

amount of any future dividends of Chatham (NZ) are subject to the discretion of the Shareholders

or, in the case of interim dividends to the discretion of the directors, and will depend upon,

amongst other things, Chatham (NZ)'s earnings, financial position, cash requirements, availability

of profits, as well as provisions for relevant laws or generally accepted accounting principles from

time to time.


Under New Zealand law the board of directors may declare dividends from time to time from

distributable profits provided that the board of directors first resolves and certifies that following

the dividend being paid, Chatham (NZ) will satisfy the solvency test under the Companies Act 1993.

This solvency test requires that the board of directors believes on reasonable grounds that

Chatham (NZ) will be able to meet its debts as they fall due and that its assets exceed liabilities,

including contingent liabilities.


y. Taxation


The tax rules, including stamp duty provisions and their interpretation, relating to an investment

in Chatham (NZ) may change during the life of Chatham Rise project. The levels of, and reliefs

from, taxation may also change and vary in respect of a given investor's circumstances.


z. Dual Regulation


Chatham Rock’s New Zealand subsidiary, Chatham Rock Phosphate (NZ) Limited is primarily

regulated by the Companies Act 1993. As a company listed on the NZX, Chatham Rock has the

Toronto Venture Exchange as its home exchange, with a copy of each document filed in Canada,

to also be filed with the NZX.


SUPPLEMENTAL TO THE FINANCIAL STATEMENTS

Outstanding Share and Option Data


Chatham Rock’s shares trade on the TSX Venture Exchange (ticker code NZP), the New Zealand Exchange

(ticker code CRP) and the Frankfurt Stock Exchange (ticker code 3GRE). The Company is authorized to issue

an unlimited number of common shares without par value.


On July 24, 2025, the Company announced that it has closed its non-brokered private placement of

2,764,003 shares at a price of CAD$0.05 per Share for gross proceeds of CAD$138,200. All securities issued

pursuant to the private placement are subject to a hold period and may not be traded until November 25,

2025.

Chatham Rock Phosphate MD&A Report for Dec 31, 2025
Page 28



On December 23, 2025, the Company announced that it has closed its non-brokered private placement of

3,162,995 shares at a price of CAD$0.05 per Share for gross proceeds of CAD$158,150. All securities issued

pursuant to the private placement are subject to a hold period and may not be traded until April 24, 2026.


As at December 31, 2025, 115,410,765 shares were issued and outstanding.



FORWARD-LOOKING STATEMENTS


These audited consolidated financial statements and this Management’s Discussion and Analysis, contains

certain “Forward-Looking Statements” that are prospective and reflect management’s expectations

regarding Chatham Rock Phosphate Limited’s (“Chatham Rock” or “Company”) future growth, results of

operations, performance and business prospects and opportunities. Forward-looking information can

often be identified by forward-looking words such as “anticipate”, “believe”, “expect”, “goal”, “plan”,

“intend”, “estimate”, “may” and “will” or similar words suggesting future outcomes, or other expectations,

beliefs, plans, objectives, assumptions, intentions or statements about future events or performance.


All statements, other than statements of historical fact, included herein, including without limitation,

statements regarding potential mineralization and reserves, estimates of future production, unit costs,

costs of capital projects and timing of commencement of operations, exploration results and future plans

and objectives of the Company are forward-looking statements that involve various risks and uncertainties.

There can be no assurance that such statements will prove to be accurate, and actual results and future

events could differ materially from those anticipated in such statements.


Important factors that could cause actual results to differ materially from Company’s expectations are

disclosed in its documents filed from time to time with the TSX Venture Exchange and other regulatory

authorities and include, but are not limited to, failure to establish estimated resources and reserves, the

grade and recovery of ore to be mined varying from estimates, capital and operating costs varying

significantly from estimates, delays in obtaining or failure to obtain required governmental, environmental

or other project approvals, inflation, changes in exchange rates, fluctuations in commodity prices, delays

in the development of projects and other factors.


Shareholders and prospective investors should be aware that these statements are subject to known and

unknown risks, uncertainties and other factors that could cause actual results to differ materially from

those suggested by the forward-looking statements. Readers are cautioned not to place undue reliance on

forward-looking information. By its nature, forward-looking information involves numerous assumptions,

inherent risks and uncertainties, both general and specific, that contribute to the possibility that the

predictions, forecasts, projections and various future events will not occur.


Chatham Rock undertakes no obligation to update publicly or otherwise revise any forward-looking

information whether as a result of new information, future events or other such factors which affect this

information, except as required by law.

---

Form 52-109FV2
Certification of Interim Filings

Venture Issuer Basic Certificate


I, Chris Castle, Chief Executive Officer, of Chatham Rock Phosphate Limited, certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim

filings”) of Chatham Rock Phosphate Limited (the “issuer”) for the interim period ended

December 31, 2025.


2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the

interim filings do not contain any untrue statement of a material fact or omit to state a material

fact required to be stated or that is necessary to make a statement not misleading in light of the

circumstances under which it was made, with respect to the period covered by the interim filings.


3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim

financial report together with the other financial information included in the interim filings fairly

present in all material respects the financial condition, financial performance and cash flows of

the issuer, as of the date of and for the periods presented in the interim filings.


Date: March 2, 2026



“Chris Castle”

Chris Castle

Chief Executive Officer


NOTE TO READER


In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in

Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to

the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting

(ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations

relating to the establishment and maintenance of


i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the

issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded,

processed, summarized and reported within the time periods specified in securities legislation; and


ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with the issuer’s GAAP.


The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge

to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability

of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-

109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other

reports provided under securities legislation.

---

Form 52-109FV2
Certification of Interim Filings

Venture Issuer Basic Certificate


I, Robyn Hamilton, Chief Financial Officer, of Chatham Rock Phosphate Limited, certify the

following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim

filings”) of Chatham Rock Phosphate Limited (the “issuer”) for the interim period ended

December 31, 2025.


2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the

interim filings do not contain any untrue statement of a material fact or omit to state a material

fact required to be stated or that is necessary to make a statement not misleading in light of the

circumstances under which it was made, with respect to the period covered by the interim filings.


3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim

financial report together with the other financial information included in the interim filings fairly

present in all material respects the financial condition, financial performance and cash flows of

the issuer, as of the date of and for the periods presented in the interim filings.


Date: March 2, 2026




“Robyn Hamilton”

Robyn Hamilton

Chief Financial Officer


NOTE TO READER


In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in

Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to

the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting

(ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations

relating to the establishment and maintenance of


i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the

issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded,

processed, summarized and reported within the time periods specified in securities legislation; and


ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with the issuer’s GAAP.


The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge

to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability

of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-

109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other

reports provided under securities legislation.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.