Chatham AGM Materials including notice of meeting

CHATHAM ROCK PHOSPHATE LIMITED Level 1, 93 The Terrace Wellington 6011, New Zealand NOTICE OF ANNUAL GENERAL MEETING TAKE NOTICE that the 2019 Annual General Meeting of Chatham Rock Phosphate Limited (the "Company") will be held at the Offices of KPMG located at 10 Customhouse Quay, Wellington 6011, New Zealand, on: Thursday, July 18, 2019 at the hour of 5:00 o'clock in the afternoon (Wellington time) for the following purposes: 1. to receive the Report of the Directors; 2. to receive the financial statements of the Company for its fiscal year ended March 31, 2019 and the report of the Auditors thereon; 3. to appoint Auditors for the ensuing year and to authorize the Directors to fix their remuneration; 4. to determine the number of directors and to elect directors; 5. to consider and, if thought fit, to approve the Company's stock option plan, which makes a total of 10% of the issued and outstanding shares of the Company available for issuance thereunder, as described in the accompanying Information Circular dated June 13, 2019; and 6. to transact such other business as may properly come before the Meeting. The board of directors has fixed the close of business on June 13, 2019 as the Record Date for determining holders of Shares who are entitled to vote at the Meeting. Accompanying this Notice are an Information Circular and Form of Proxy. A shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxyholder to attend and vote in his stead. If you are unable to attend the Meeting, or any adjournment thereof in person, please read the Notes accompanying the Form of Proxy enclosed herewith and then complete and return the Proxy within the time set out in the Notes. The enclosed Form of Proxy is solicited by Management but, as set out in the Notes, you may amend it if you so desire by striking out the names listed therein and inserting in the space provided the name of the person you wish to represent you at the Meeting. DATED this 13th day of June, 2019. BY ORDER OF THE BOARD OF DIRECTORS s/ "Chris Castle" Chris Castle, President CHATHAM ROCK PHOSPHATE LIMITED Level 1, 93 The Terrace Wellington 6011, New Zealand INFORMATION CIRCULAR SOLICITATION OF PROXIES BY MANAGEMENT This management information circular (the "Information Circular") is furnished in connection with the solicitation of proxies by or on behalf of the management of Chatham Rock Phosphate Limited (the "Company") for use at the annual general meeting (the "Meeting") of the shareholders of the Company (the "Shareholders") to be held at the Offices of KPMG located at 10 Customhouse Quay, Wellington 6011, New Zealand on Thursday, July 18, 2019 at 5:00 p.m. (Wellington time) and at any adjournments thereof for the purposes set out in the accompanying Notice of Meeting. Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally, electronically or by telephone by directors, officers, employees or consultants of the Company. Arrangements will also be made with clearing agencies, brokerage houses and other financial intermediaries to forward proxy solicitation material to the beneficial owners of common shares of the Company ("Common Shares") pursuant to the requirements of National Instrument 54-101, Communication with Beneficial Owners of Securities of a Reporting Issuer ("National Instrument 54-101"). The Canadian securities regulators have adopted new rules under National Instrument 54-101, which permit the use of notice-and-access for proxy solicitation, instead of the traditional physical delivery of material. This new process provides the option to post meeting related materials, including management information circulars, as well as annual financial statements, and related management's discussion and analysis, on a website in addition to SEDAR. Under notice-and-access, such meeting related materials will be available for viewing for up to one (1) year from the date of posting, and a paper copy of the material can be requested at any time during this period. The Company is not relying on the notice-and-access provisions of National Instrument 54-101 to send proxy related materials to registered shareholders or beneficial owners of shares in connection with the Meeting. The Company may reimburse shareholders' nominees or intermediaries (including brokers or their agents holding shares on behalf of clients) for the cost incurred in obtaining from their principals authorization to execute forms of proxy. The cost of any such solicitation will be borne by the Company. Unless otherwise stated, the information contained in this Information Circular is given as at June 13, 2019. APPOINTMENT OF PROXYHOLDERS AND COMPLETION AND REVOCATION OF PROXIES The purpose of a proxy is to designate persons who will vote the proxy on a Shareholder's behalf in accordance with the instructions given by the Shareholder in the proxy. The persons named in the enclosed proxy (the "Management Designees") have been selected by the directors of the Company. A Shareholder has the right to designate a person (who need not be a Shareholder), other than the Management Designees to represent the Shareholder at the Meeting. Such right may be exercised by inserting in the space provided for that purpose on the proxy the name of the person to be designated, and by deleting from the proxy the names of the Management Designees, or by completing another proper form of proxy and delivering the same to the transfer agent of the Company. Such Shareholder should notify the nominee of the appointment, obtain the nominee's consent to act as proxyholder and attend the Meeting, and provide instructions on how the Shareholder's shares are to be voted. The nominee should bring personal identification with them to the Meeting. To be valid, the proxy must be dated and executed by the Shareholder or an attorney authorized in writing, with proof of such authorization attached (where an attorney executed the proxy). The proxy must then be delivered to the Company's registrar and transfer agent, AST Trust Company ("AST"), Proxy Department, P.O. Box 721, Agincourt, Ontario, Canada M1S 0A1, or by fax in Canada and United States to 1-866-781-3111 or 416-368-2505 (outside North America) or scan and e-mail to proxyvote@astfinancial.com (or if on the New Zealand register to Link Market Services, Level 11, 80 Queen Street, Auckland 1010, New Zealand, phone: 09 375 5998, fax 09 375 5990), at least 48 hours, excluding Saturdays, Sundays and holidays, before the time of the Meeting or any adjournment thereof. Proxies received after that time may be accepted by the Chairman of the Meeting in the Chairman's discretion, but the Chairman is under no obligation to accept late proxies. Any registered Shareholder who has returned a proxy may revoke it at any time before it has been exercised. A proxy may be revoked by a registered Shareholder personally attending at the Meeting and voting their shares. A Shareholder may also revoke their proxy in respect of any matter upon which a vote has not already been cast by depositing an instrument in writing, including a proxy bearing a later date executed by the registered Shareholder or by their authorized attorney in writing, or, if the Shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized, either at the office of the Company's registrar and transfer agent at the foregoing address or the head office of the Company, at Level 1, 93 The Terrace, Wellington 6011, New Zealand, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof at which the proxy is to be used, or by depositing the instrument in writing with the Chairman of such Meeting, or any adjournment thereof. Only registered Shareholders have the right to revoke a proxy. Non-registered Shareholders who wish to change their vote must, at least seven days before the Meeting, arrange for their respective nominees to revoke the proxy on their behalf. VOTING OF PROXIES Voting at the Meeting will be by a show of hands, each registered Shareholder and each proxyholder (representing a registered or unregistered Shareholder) having one vote, unless a poll is required or requested, whereupon each such Shareholder and proxyholder is entitled to one vote for each Common Share held or represented, respectively. Each Shareholder may instruct their proxyholder how to vote their Common Shares by completing the blanks on the proxy. All Common Shares represented at the Meeting by properly executed proxies will be voted or withheld from voting when a poll is required or requested and, where a choice with respect to any matter to be acted upon has been specified in the form of proxy, the Common Shares represented by the proxy will be voted in accordance with such specification. In the absence of any such specification as to voting on the proxy, the Management Designees, if named as proxyholder, will vote in favour of the matters set out therein. The enclosed proxy confers discretionary authority upon the Management Designees, or other person named as proxyholder, with respect to amendments to or variations of matters identified in the Notice of Meeting and any other matters which may properly come before the Meeting. As of the date hereof, the Company is not aware of any amendments to, variations of or other matters which may come before the Meeting. If other matters properly come before the Meeting, then the Management Designees intend to vote in a manner which in their judgment is in the best interests of the Company. In order to approve a motion proposed at the Meeting, a majority of greater than 50% of the votes cast will be required (an "ordinary resolution"), unless the motion requires a "special resolution" in which case a majority of 66 2/3% of the votes cast will be required. BENEFICIAL HOLDERS Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Many shareholders of the Company are "non-registered" or "beneficial" shareholders because the shares they own are not registered in their names, but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the shares. More particularly, a person is not a registered shareholder in respect of shares which are held on behalf of that person (the "Beneficial Holder") but which are registered either: (a) in the name of an intermediary (an "Intermediary") that the Beneficial Holder deals with in respect of the shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSP's, RRIF's, RESP's and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited ("CDS")) of which the Intermediary is a participant. In accordance with the requirements of National Instrument 54-101 of the Canadian Securities Administrators, the Company has distributed copies of the Notice of Meeting, this Information Circular and the Proxy (collectively, the "Meeting Materials") directly, and to the clearing agencies and Intermediaries for onward distribution to Beneficial Holders. These securityholder materials are being set to both registered and non-registered owners of the securities. If you are a non-registered owner, and the issuer or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf. Intermediaries are required to forward the Meeting Materials to Beneficial Holders unless a Beneficial Holder has waived the right to receive them. Very often, Intermediaries will use service companies to forward the Meeting Materials to Beneficial Holders. Generally, Beneficial Holders who have not waived the right to receive Meeting Materials will either: (a) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of shares beneficially owned by the Beneficial Holder but which is otherwise not completed. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Beneficial Holder when submitting the proxy. In this case, the Beneficial Holder who wishes to submit a proxy should otherwise properly complete the form of proxy and deposit it with the Company's transfer agent as provided above; or (b) more typically, be given a voting instruction form which is not signed by the Intermediary, and which, when properly completed and signed by the Beneficial Holder and returned to the Intermediary or its service company, will constitute voting instructions (often called a "proxy authorization form") which the Intermediary must follow. Typically, the proxy authorization form will consist of a one page pre-printed form. Sometimes, instead of the one page pre-printed form, the proxy authorization form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label containing a bar-code and other information. In order for the form of proxy to validly constitute a proxy authorization form, the Beneficial Holder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and return it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company. In either case, the purpose of this procedure is to permit Beneficial Holders to direct the voting of the shares which they beneficially own. Should a Beneficial Holder who receives one of the above forms wish to vote at the Meeting in person, the Beneficial Holder should strike out the names of the Management Designees named in the form and insert the Beneficial Holder's name in the blank space provided. In either case, Beneficial Holders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or proxy authorization form is to be delivered. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF The Company is authorized to issue an unlimited number of common shares, without nominal or par value, of which as at the date hereof 25,655,809 common shares are issued and outstanding. The holders of common shares of record at the close of business on the record date, set by the directors of the Company to be June 13, 2019, are entitled to vote such common shares at the Meeting on the basis of one vote for each common share held. The Articles of the Company provide that a quorum for the transaction of business at the Meeting is two (2) Shareholders, or one or more proxyholders representing two Shareholders, or one Shareholder and a proxyholder representing another Shareholder. To the knowledge of the directors and senior officers of the Company, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, voting securities carrying more than 10% of the outstanding voting rights of the Company. Those shareholders so desiring may be represented by proxy at the Meeting. PARTICULARS OF MATTERS TO BE ACTED UPON TO THE KNOWLEDGE OF THE COMPANY'S DIRECTORS, THE ONLY MATTERS TO BE PLACED BEFORE THE MEETING ARE THOSE REFERRED TO IN THE NOTICE OF MEETING ACCOMPANYING THIS INFORMATION CIRCULAR. HOWEVER, SHOULD ANY OTHER MATTERS PROPERLY COME BEFORE THE MEETING, THE SHARES REPRESENTED BY THE PROXY SOLICITED HEREBY WILL BE VOTED ON SUCH MATTERS IN ACCORDANCE WITH THE BEST JUDGMENT OF THE PERSONS VOTING THE SHARES REPRESENTED BY THE PROXY. Additional detail regarding each of the matters to be acted upon at the Meeting is set forth below. I. Financial Statements The audited financial statements of the company for the financial year ended March 31, 2019 (the "Financial Statements"), together with the Auditors' Report thereon will be presented to the shareholders at the Meeting and will be lodged with SEDAR (and may be viewed at that site www.sedar.com) prior to the date of the Meeting. II. Appointment of Auditors Management proposes the appointment of KPMG International, Chartered Accountants, of Wellington, New Zealand, as Auditors of the Company for the ensuing year and that the directors be authorized to fix their remuneration. KPMG International have been the Company's Auditors since November 29, 2006. In the absence of instructions to the contrary the shares represented by proxy will be voted in favour of a resolution to appoint KPMG International, Chartered Accountants, as Auditors of the Company for the ensuing year, at a remuneration to be fixed by the Board of Directors, unless the Shareholder has specified in the Shareholder's proxy that the Shareholder's Common Shares are to be withheld from voting on the appointment of auditors. III. Election of Directors The board of directors of the Company (the "Board" or the "Board of Directors") currently consists of six (6) directors, all of whom are elected annually. The term of office for each of the present directors of the Company expires at the Meeting. Five (5) of the current directors of the Company will be standing for re-election. It is proposed that the number of directors for the ensuing year be fixed at five (5) subject to such increases as may be permitted by the Articles of the Company. At the Meeting, the Shareholders will be asked to consider and, if thought fit, approve an ordinary resolution fixing the number of directors to be elected at the Meeting at five (5). It is proposed that the persons named below will be nominated at the Meeting. Each director elected will hold office until the next Annual General Meeting of the Company or until his successor is duly elected or appointed pursuant to the Articles of the Company unless his office is earlier vacated in accordance with the provisions of the Business Corporations Act (British Columbia) or the Company's Articles. It is the intention of the management designees, if named as proxy, to vote for the election of the said persons to the Board of Directors, unless the Shareholder has specified in its proxy that its Common Shares are to be withheld from voting on the election of directors. Management does not contemplate that any of the nominees will be unable to serve as a director. The following information relating to the nominees for election to the Board of Directors is based on information received by the Company from said nominees: Name, Present Office Held and Province or State of Residency Director Since Number of Shares Beneficially Owned, Directly or Indirectly, or over which Control or Direction is Exercised at the Date of this Information Circular Principal Occupation and if not at present an elected director, occupation during the past five (5) years Christopher Castle Onekaka, New Zealand President, CEO, Managing Director and Director November 2015 420,010 (direct) 1,380 (indirect) Chartered Accountant and Director of several listed exploration companies of the TSXV, ASX and NZX Linda Sanders (1) Onekaka, New Zealand Director February 2017 252,511 (direct) 2,122(indirect) Communications Consultant and director of two NZX listed companies Jill Hatchwell (1) Wairarapa, New Zealand Director February 2017 135 (direct) 9,484 (indirect) Chartered accountant and a director of a number of NZX listed and unlisted companies Robert Goodden (2) Cornwall, United Kingdom Chairman and Director February 2017 77,740 (direct) Independent Director Ryan Wong (2) Sarawak, Malaysia Director June 2017 Nil Director of Caldecott Construction Sdn. Bhd. (1) Member of the audit committee. (2) Member of the Compensation Committee. Corporate Cease Trade Orders or Bankruptcies Other than set out below, to the knowledge of the Company, no director or proposed director of the Company is, or within the ten years prior to the date of this Circular has been, a director or executive officer of any company, including the Company, that while that person was acting in that capacity: (a) was the subject of a cease trade order or similar order or an order that denied the company access to any exemption under securities legislation for a period of more than 30 consecutive days; or (b) was subject to an event that resulted, after the director ceased to be a director or executive officer of the company being the subject of a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; or (c) within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets. Jill Hatchwell was a director of a New Zealand company known as Vincent Aviation Limited at the time it went into receivership approximately five years prior to the date of this Information Circular. Individual Bankruptcies To the knowledge of the Company, no director or proposed director of the Company has, within the ten years prior to the date of this Circular, become bankrupt or made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that individual. Penalties or Sanctions To the knowledge of the Company, no proposed director of the Company has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director. IV. Approval of Incentive Stock Option Plan At last year's Annual General Meeting, the Shareholders approved a rolling stock option plan (the "Stock Option Plan"), authorizing the issuance of incentive stock options to eligible persons for up to an aggregate of 10% of the issued shares of the Company from time to time. The policies of the TSX Venture Exchange (the "Exchange") require the approval of the Stock Option Plan by the Company's "disinterested shareholders" (as defined below) on an annual basis. There are currently 25,655,809 shares of the Company issued and outstanding, and therefore the current 10% threshold is 2,565,580 shares available for incentive stock option grants under the Stock Option Plan. Incentive stock options under the Stock Option Plan may be granted by the Board of Directors to eligible persons, who are directors, officers or consultants of the Company or its subsidiaries (if any), or who are employees of a company providing management services to the Company, or who are eligible charitable organizations. Stock options may be granted under the Stock Option Plan with a maximum exercise period of up to ten (10) years, as determined by the Board of Directors of the Company. The Stock Option Plan will limit the number of stock options which may be granted to any one individual to not more than 5% of the total issued shares of the Company in any 12-month period (unless otherwise approved by the disinterested shareholders of the Company), and not more than 10% of the total issued shares to all insiders at any time or granted over any 12-month period. The number of options granted to any one consultant or person employed to provide investor relations activities in any 12-month period must not exceed 2% of the total issued shares of the Company. Any stock options granted under the Stock Option Plan will not be subject to any vesting schedule, unless otherwise determined by the Board of Directors or required by the policies of the Exchange. Options under the Plan may be granted at an exercise price which is at or above the current discounted market price (as defined under the policies of the Exchange) on the date of the grant. In the event of the death or permanent disability of an optionee, any option granted to such optionee will be exercisable upon the earlier of 365 days from the date of death or permanent disability, or the expiry date of the option. In the event of the resignation, or the termination or removal of an optionee without just cause, any option granted to such optionee will be exercisable for a period of 90 days thereafter. In the event of termination for cause, any option granted to such optionee will be cancelled as at the date of termination. Shareholders are referred to the full text of the Stock Option Plan, a copy of which has been posted on SEDAR and is available for inspection under the Company's profile on SEDAR at www.sedar.com, for complete details. The Stock Option Plan must be approved by a majority of the "disinterested shareholders" entitled to vote present in person or by proxy at the Meeting, and be accepted for filing by the Exchange. "Disinterested shareholders" mean all Shareholders of the Company who are not directors, officers, promoters, or other insiders of the Company, or their associates or affiliates, as such terms are defined under the Securities Act (British Columbia). To the knowledge of the Company, Shareholders who are ineligible to vote on the approval of the Stock Option Plan and their shareholdings are as follows: Name of Insider, Associate or Affiliate Number of Shares Christopher Castle 420,010 (direct) 1,380 (indirect) Linda Sanders 252,511 (direct) 2,122(indirect) Jill Hatchwell 135 (direct) 9,484 (indirect) Robert Goodden 77,740 (direct) Robyn Hamilton 61,495 (indirect) Ray Wood 236,830 (indirect) Ryan Wong Nil In the event that annual disinterested shareholder approval is not obtained at the Meeting, the Company will implement a new fixed stock option plan for up to 10% of the Company's issued shares (which does not require shareholder approval), and any existing option grants under the Stock Option Plan as previously approved by the disinterested shareholders of the Company at the last Annual General Meeting will not be affected. EXECUTIVE COMPENSATION (For the financial year ended March 31, 2019) For purposes of this Information Circular, "named executive officer" of the Company means an individual who, at any time during the year, was: (a) the Company's chief executive officer ("CEO"); (b) the Company's chief financial officer ("CFO"); (c) each of the Company's three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year and whose total compensation was, individually, more than $150,000 for that financial year; and (d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of the most recently completed financial year; (each a "Named Executive Officer" or "NEO"). Based on the foregoing definition, during the last completed financial year of the Company, there were two (2) Named Executive Officers, namely: o Christopher Castle, President, Chief Executive Officer and Managing Director; and o Robyn Hamilton, Chief Financial Officer. Compensation Discussion and Analysis In assessing the compensation of its executive officers, the Company does not have in place any formal objectives, criteria or analysis; instead, it relies mainly on discussions at the Board level with input from and upon the recommendations of, the Compensation Committee. The Company's executive compensation program has three principal components: base salary, a bonus paid in shares and incentive stock options. The determination and administration of base salaries are discussed in greater detail below. The Company has no other forms of compensation for its NEOs, although payments may be made from time to time to individuals who are NEOs or companies they control, for the provision of consulting services. Such consulting services are paid for by the Company at competitive industry rates for work of a similar nature by reputable arm's length services providers. The Company notes that it is in a development phase with respect to its properties, has to operate with limited financial resources, and must control costs to ensure that funds are available to complete the development programme and otherwise fund its operations. The Board has to consider the current and anticipated financial position of the Company at the time of any compensation determination. The Board has attempted to keep the cash compensation paid to the Company's NEOs relatively modest, while providing long-term incentives through the granting of stock options and rewarding milestones with bonuses paid in shares The Company's executive compensation program is administered by the Board of Directors, upon the recommendations of the Compensation Committee, and is designed to provide incentives for the enhancement of shareholder value. The overall objectives are to attract and retain qualified executives critical to the success of the Company, to provide fair and competitive compensation, to align the interest of management with those of the Shareholders and to reward corporate and individual performance. The Company's compensation package has been structured in order to link shareholder return, measured by the change in the share price, with executive compensation through the use of incentive stock options as the primary element of variable compensation for its Named Executive Officers. The Company does not currently offer long-term incentive plans or pension plans to its Named Executive Officers. The Company bases the compensation for a NEO on the years of service with the Company, responsibilities of each officer and their duties in that position. The Company also bases compensation on the performance of each officer. The Company believes that stock options can create a strong incentive to the performance of each officer and is intended to recognize extra contributions and achievements towards the goals of the Company. The Board, when determining cash compensation payable to a NEO, takes into consideration their experience in the Company's industry, as well as their responsibilities and duties and contributions to the Company's success. Named Executive Officers receive a base cash compensation that the Company feels is in line with that paid by similar companies in North America, subject to the Company's financial resources; however no formal survey was completed by the Compensation Committee or the Board. In performing its duties, the Board has considered the implications of risks associated with the Company's compensation policies and practices. At its early stage of development and considering its current compensation policies, the Company has no compensation policies or practices that would encourage an executive officer or other individual to take inappropriate or excessive risks. An NEO or director is permitted for his or her own benefit and at his or her own financial risk, to purchase financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars or units or exchange funds, that are designed to hedge or offset a decrease in the market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director. Option-Based Awards Stock options may be granted to provide an incentive to the directors, officers, employees and consultants of the Company to achieve the longer-term objectives of the Company; to give suitable recognition to the ability and industry of such persons who contribute materially to the success of the Company; and to attract and retain persons of experience and ability, by providing them with the opportunity to acquire an increased proprietary interest in the Company. The Company awards stock options to its executive officers based upon the recommendation of the Compensation Committee, which recommendation is based upon the Compensation Committee's review of a proposal from the CEO. Previous grants of incentive stock options are taken into account when considering new grants. Amendments to the existing stock option plan are the responsibility of the Company's Compensation Committee. Summary Compensation Table The following table sets forth the total compensation paid to or earned by the Named Executive Officers for the Company's three (3) most recently completed financial years: Name and Principal Position Year Ended Salary ($) Share-based Awards ($) Option-based Awards ($) Non-equity Incentive Plan Compensation ($) Pension Value ($) All Other Compensation ($) Total Compensation ($) Annual Incentive Plans Long-term Incentive Plans Christopher Castle Mar. 31, 2019 128,592 nil 29,214 nil nil nil nil 157,806 Mar. 31, 2018 190,919 nil nil nil nil nil nil 190,919 Mar. 31, 2017 56,040 56,040 nil nil nil nil nil 112,080 Robyn Hamilton Mar. 31, 2019 25,540 nil 11,685 nil nil nil nil 37,225 Mar. 31, 2018 22,604 nil nil nil nil nil nil 22,604 Mar. 31, 2017 21,752 nil nil nil nil nil nil 21,752 Simon Henderson(1) Mar. 31, 2019 nil nil nil nil nil nil nil nil Mar. 31, 2018 nil nil nil nil nil nil nil nil Mar. 31, 2017 nil nil nil nil nil nil nil nil Peter Liddle(2) Mar. 31, 2019 nil nil nil nil nil nil nil nil Mar. 31, 2018 nil nil nil nil nil nil nil nil Mar. 31, 2017 8,938 nil nil nil nil nil nil 8,938 (1) Mr. Henderson resigned as President, Chief Executive Officer, and Exploration Manager as at February 24, 2017. (2) Mr. Liddle resigned as Chief Financial Officer and Secretary as at February 24, 2017. Incentive Plan Awards Outstanding Share-Based Awards and Option-Based Awards The following table sets forth the options granted to the Named Executive Officers to purchase or acquire securities of the Company outstanding at the end of the most recently completed financial year: Name Number of Securities Underlying Unexercised Options (#) Option Exercise Price ($) Option Expiration Date Value of Unexercised In-the-money Options ($)(1) Christopher Castle 200,000 $0.29 May 8, 2023 nil Robyn Hamilton 80,000 $0.29 May 8, 2023 nil (1) The aggregate dollar value of the in-the-money unexercised vested options held at the end of the last financial year, based on the difference between the market value of the shares at the financial year end, and the exercise price. This does not mean the options were exercised or that any shares were sold at these values. Incentive Plan Awards - Value Vested or Earned During the Year The following table sets forth the value vested or earned during the year of option-based awards, share-based awards and non-equity incentive plan compensation paid to Named Executive Officers during the most recently completed financial year: Name Option-based Awards - Value Vested During the Year ($)(1) Non-equity Incentive Plan Compensation - Value earned During the Year ($) Christopher Castle 29,214 nil Robyn Hamilton 11,685 nil (1) The aggregate value of the option based awards vested during the most recent financial year is based on the difference between the Company share price on the vesting day of any options that vested during the financial year and the exercise price of the options. Termination and Change of Control Benefits The Company has no employment, consulting, or other agreements with its NEOs which provide for termination or change of control benefits. Director Compensation Director Compensation Table The following table sets forth the value of all compensation provided to directors, not including those directors who are also Named Executive Officers, for the Company's most recently completed financial year: Name Fees Earned Option-based Awards(1) ($) All Other Compensation ($) Total ($) Robert Goodden (28,665) 27,753 nil (912) Linda Sanders 16,208 27,753 nil 43,961 Jill Hatchwell 6,250 27,753 nil 34,003 Ernst Schonbachler (1) nil 27,753 nil 27,753 Ryan Wong nil 27,753 nil 27,753 Dr. Robin Falconer (2) nil 27,753 nil 27,753 (1) Mr. Schonbachler will not stand for re-election in the 2019 Annual General Meeting to be held on July 18, 2019. (2) Dr. Falconer did not stand for re-election in the 2018 Annual General Meeting held on July 19, 2018. Outstanding Share-Based Awards and Option-Based Awards The following table sets forth the options granted to the directors of the Company, not including those directors who are also Named Executive Officers, to purchase or acquire securities of the Company outstanding at the end of the most recently completed financial year: Name Option-based Awards -Number of Securities Underlying Unexercised Options (#) Option Exercise Price ($) Option Expiration Date Value of Unexercised In-the-money Options ($)(1) Robert Goodden 190,000 $0.29 May 8, 2023 nil Linda Sanders 190,000 $0.29 May 8, 2023 nil Jill Hatchwell 190,000 $0.29 May 8, 2023 nil Ernst Schonbachler (2) 190,000 $0.29 May 8, 2023 nil Ryan Wong 190,000 $0.29 May 8, 2023 nil Dr. Robin Falconer (3) 190,000 $0.29 May 8, 2023 nil (1) The aggregate dollar value of the in-the-money unexercised vested options held at the end of the last financial year, based on the difference between the market value of the shares at the financial year end, and the exercise price. This does not mean the options were exercised or that any shares were sold at these values. (2) Mr. Schonbachler will not stand for re-election in the 2019 Annual General Meeting to be held on July 18, 2019. (3) Dr. Falconer did not stand for re-election in the 2018 Annual General Meeting held on July 19, 2018. Incentive Plan Awards - Value Vested or Earned During the Year The following table sets forth the value vested or earned during the year of option-based awards and non-equity incentive plan compensation paid to the directors of the Company, not including those directors who are also Named Executive Officers, during the financial year ended March 31, 2019: Name Option-based Awards - Value Vested During the Year ($)(1) Non-equity Incentive Plan Compensation - Value Earned During the Year ($) Robert Goodden nil nil Linda Sanders nil nil Jill Hatchwell nil nil Ernst Schonbachler (2) nil nil Ryan Wong nil nil Dr. Robin Falconer (3) nil nil (1) The aggregate value of the option based awards vested during the most recent financial year is based on the difference between the Company share price on the vesting day of any options that vested during the financial year and the exercise price of the options. (2) Mr. Schonbachler will not stand for re-election in the 2019 Annual General Meeting to be held on July 18, 2019. (3) Dr. Falconer did not stand for re-election in the 2018 Annual General Meeting held on July 19, 2018. EQUITY COMPENSATION PLAN INFORMATION The following table sets forth certain information pertaining to the Company's equity compensation plan as at the end of the most recently completed financial year: Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) Weighted-average Exercise Price of Outstanding Options, Warrants and Rights (b) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) Equity compensation plans approved by securityholders 1,690,000 $0.29 nil Equity compensation plans not approved by securityholders Nil Nil nil TOTAL 1,690,000 $0.29 nil INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS None of the directors or senior officers of the Company, no proposed nominee for election as a director of the Company, and no associates or affiliates of any of them, is or has been indebted to the Company or its subsidiaries at any time since the beginning of the Company's last completed financial year. INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS No Insider of the Company, no proposed nominee for election as a director of the Company and no associate or affiliate of any of the foregoing, has any material interest, direct or indirect, in any transaction since the commencement of the Company's last financial year or in any proposed transaction, which, in either case, has materially affected or will materially affect the Company or any of its subsidiaries. INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON Other than as set forth herein, management of the Company is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, other than the election of directors or the appointment of auditors, of any person or company who has been: (a) if the solicitation is made by or on behalf of management of the Company, a director or executive officer of the Company at any time since the beginning of the Company's last financial year; (b) if the solicitation is made other than by or on behalf of management of the Company, any person or company by whom or on whose behalf, directly or indirectly, the solicitation is made; (c) any proposed nominee for election as a director of the Company; or (d) any associate or affiliate of any of the foregoing persons or companies. MANAGEMENT CONTRACTS Management functions of the Company and its subsidiaries are substantially performed by the Company's directors and executive officers. The Company has not entered into any contracts, agreements or arrangements with parties other than its directors and executive officers for the provision of such management functions. CORPORATE GOVERNANCE General The Board believes that good corporate governance improves corporate performance and benefits all shareholders. National Policy 58-201 - Corporate Governance Guidelines provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company. In addition, National Instrument 58-101 - Disclosure of Corporate Governance Practices ("NI 58-101") prescribes certain disclosure by the Company of its corporate governance practices. This disclosure is presented below. Board of Directors The Board facilitates its exercise of independent supervision over the Company's management through frequent meetings of the Board. The Board is comprised of six (6) directors, of whom each of Linda Sanders, Jill Hatchwell, Robert Goodden, and Ryan Wong are independent for the purposes of NI 58-101. Chris Castle is not independent since he serves as the President and Chief Executive Officer of the Company. Directorships Certain of the directors and proposed directors are also directors of other reporting issuers, as follows: Name Name and Jurisdiction of Reporting Issuer Name of Trading Market Position Period From Period To Chris Castle Aorere Resources Ltd. (New Zealand) NZX Director and CEO January 2000 present Asian Mineral Resources Ltd. (Canada) TSXV Director June 2001 present Jill Hatchwell Aorere Resources Ltd. (New Zealand) NZX Director December 1989 present Linda Sanders Aorere Resources Ltd. (New Zealand) NZX Director December 1989 present Robert Goodden n/a n/a n/a n/a n/a Ryan Wong n/a n/a n/a n/a n/a Orientation and Continuing Education New Board members receive an orientation package which includes reports on operations and results, and public disclosure filings by the Company. Board meetings are sometimes held at the Company's offices and, from time to time, are combined with presentations by the Company's management to give the directors additional insight into the Company's business. In addition, management of the Company makes itself available for discussion with all Board members. Ethical Business Conduct The Board has found that the fiduciary duties placed on individual directors by the Company's governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director's participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company. Nomination of Directors The Board considers its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board's duties effectively and to maintain a diversity of view and experience. The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, if there is a change in the number of directors required by the Company, this policy will be reviewed. Compensation Governance The Compensation Committee is responsible for, among other things, evaluating the performance of the Company's executive officers, determining or making recommendations with respect to the compensation of the Company's executive officers, making recommendations with respect to director compensation, incentive compensation plans and equity-based plans, making recommendations with respect to the compensation policy for the employees of the Company or its subsidiaries and ensuring that the Company is in compliance with all legal requirements with respect to compensation disclosure. In performing its duties, the Compensation Committee has the authority to engage such advisors, including executive compensation consultants, as it considers necessary. The Compensation Committee is currently composed of Robert Goodden and Ryan Wong both of whom are independent directors within the meaning set out in NI 58-101. Both members of the Compensation Committee are experienced participants in business or finance, and have sat on the board of directors of other companies, charities or business associations, in addition to the Board of the Company. The Board does not have a pre-determined compensation plan. The Company does not engage in benchmarking practices and the process for determining executive compensation is at the discretion of the Board. For further discussion, see "Executive Compensation - Compensation Discussion and Analysis" above. The Compensation Committee has not engaged the services of independent compensation consultants to assist it by making recommendations to the Board with respect to director and executive officer compensation. Other Board Committees The Board has no other committees, other than the Audit Committee and Compensation Committee. Assessments No formal policy has been established to monitor the effectiveness of the directors, the Board and its committees. AUDIT COMMITTEE Under National Instrument 52-110 - Audit Committees ("NI 52-110") reporting issuers are required to provide disclosure with respect to its Audit Committee including the text of the Audit Committee's Charter, composition of the Committee, and the fees paid to the external auditor. The Company provides the following disclosure with respect to its Audit Committee: Audit Committee Charter 1. Purpose of the Committee 1.1 The purpose of the Audit Committee is to assist the Board in its oversight of the integrity of the Company's financial statements and other relevant public disclosures, the Company's compliance with legal and regulatory requirements relating to financial reporting, the external auditors' qualifications and independence and the performance of the internal audit function and the external auditors. 2. Members of the Audit Committee 2.1 At least one member must be "financially literate" as defined under NI 52-110, having sufficient accounting or related financial management expertise to read and understand a set of financial statements, including the related notes, that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements. 2.2 The Audit Committee shall consist of no less than three Directors. 2.3 At least one member of the Audit Committee must be "independent" as defined under NI 52-110, while the Company is in the developmental stage of its business. 3. Relationship with External Auditors 3.1 The external auditors are the independent representatives of the shareholders, but the external auditors are also accountable to the Board of Directors and the Audit Committee. 3.2 The external auditors must be able to complete their audit procedures and reviews with professional independence, free from any undue interference from the management or directors. 3.3 The Audit Committee must direct and ensure that the management fully co-operates with the external auditors in the course of carrying out their professional duties. 3.4 The Audit Committee will have direct communications access at all times with the external auditors. 4. Non-Audit Services 4.1 The external auditors are prohibited from providing any non-audit services to the Company, without the express written consent of the Audit Committee. In determining whether the external auditors will be granted permission to provide non-audit services to the Company, the Audit Committee must consider that the benefits to the Company from the provision of such services, outweighs the risk of any compromise to or loss of the independence of the external auditors in carrying out their auditing mandate. 4.2 Notwithstanding section 4.1, the external auditors are prohibited at all times from carrying out any of the following services, while they are appointed the external auditors of the Company: (i) acting as an agent of the Company for the sale of all or substantially all of the undertaking of the Company; and (ii) performing any non-audit consulting work for any director or senior officer of the Company in their personal capacity, but not as a director, officer or insider of any other entity not associated or related to the Company. 5. Appointment of Auditors 5.1 The external auditors will be appointed each year by the shareholders of the Company at the annual general meeting of the shareholders. 5.2 The Audit Committee will nominate the external auditors for appointment, such nomination to be approved by the Board of Directors. 6. Evaluation of Auditors 6.1 The Audit Committee will review the performance of the external auditors on at least an annual basis, and notify the Board and the external auditors in writing of any concerns in regards to the performance of the external auditors, or the accounting or auditing methods, procedures, standards, or principles applied by the external auditors, or any other accounting or auditing issues which come to the attention of the Audit Committee. 7. Remuneration of the Auditors 7.1 The remuneration of the external auditors will be determined by the Board of Directors, upon the annual authorization of the shareholders at each general meeting of the shareholders. 7.2 The remuneration of the external auditors will be determined based on the time required to complete the audit and preparation of the audited financial statements, and the difficulty of the audit and performance of the standard auditing procedures under generally accepted auditing standards and generally accepted accounting principles of Canada. 8. Termination of the Auditors 8.1 The Audit Committee has the power to terminate the services of the external auditors, with or without the approval of the Board of Directors, acting reasonably. 9. Funding of Auditing and Consulting Services 9.1 Auditing expenses will be funded by the Company. The auditors must not perform any other consulting services for the Company, which could impair or interfere with their role as the independent auditors of the Company. 10. Role and Responsibilities of the Internal Auditor 10.1 At this time, due to the Company's size and limited financial resources, the Company's Chief Executive Officer and Chief Financial Officer are responsible for implementing internal controls and performing the role as the internal auditor to ensure that such controls are adequate. 11. Oversight of Internal Controls 11.1 The Audit Committee will have the oversight responsibility for ensuring that the internal controls are implemented and monitored, and that such internal controls are effective. 12. Continuous Disclosure Requirements 12.1 At this time, due to the Company's size and limited financial resources, the Company's Chief Executive Officer and Chief Financial Officer are responsible for ensuring that the Company's continuous reporting requirements are met and in compliance with applicable regulatory requirements. 13. Other Auditing Matters 13.1 The Audit Committee may meet with the Auditors independently of the management of the Company at any time, acting reasonably. 13.2 The Auditors are authorized and directed to respond to all enquiries from the Audit Committee in a thorough and timely fashion, without reporting these enquiries or actions to the Board of Directors or the management of the Company. 14. Annual Review 14.1 The Audit Committee Charter will be reviewed annually by the Board of Directors and the Audit Committee to assess the adequacy of this Charter. 15. Independent Advisers 15.1 The Audit Committee shall have the power to retain legal, accounting or other advisors to assist the Committee. Composition of Audit Committee Following the election of directors pursuant to this Information Circular, the following will be members of the Audit Committee: Linda Sanders Independent(1) Financially literate(2) Jill Hatchwell Independent(1) Financially literate(2) (1) A member of an audit committee is independent if the member has no direct or indirect material relationship with the Company, which could, in the view of the Board of Directors, reasonably interfere with the exercise of a member's independent judgment. (2) An individual is financially literate if he has the ability to read and understand a set of financial statements that present a breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements. Relevant Education and Experience The relevant education and/or experience of each member of the Audit Committee is as follows: Linda Sanders has significant board experience with New Zealand listed companies and community organizations. Ms. Sanders has been a director of Aorere Resources Ltd. since 1989 and retired as its chairman in 2012. She is also a trustee of Golden Bay community organizations. Jill Hatchwell is a director of Aorere Resources Ltd. and an executive director of Nevay Holdings, a financial advisory consultancy established in 1988 that advises a range of clients in the private and public sector. Ms. Hatchwell has an extensive background in financial and corporate management, including roles as company secretary and executive director of Charter Corporation and group accountant at Brierley Investments. Ms. Hatchwell has been a Member of the Chartered Accountants Australia and New Zealand since 1982 and is a Chartered Member of the Institute of Directors in New Zealand. Her other directorships include the Civil Aviation Authority of New Zealand and ServicelQ, the Industry Training Organization (ITO) for the aviation, tourism, travel, museums, hospitality, retail and wholesale sectors of New Zealand's service industry. Audit Committee Oversight At no time since the commencement of the Company's most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board of Directors. Reliance on Certain Exemptions At no time since the commencement of the Company's most recently completed financial year has the Company relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of National Instrument 52-110. Pre-Approval Policies and Procedures The Audit Committee is authorized by the Board of Directors to review the performance of the Company's external auditors and approve in advance provision of services other than auditing and to consider the independence of the external auditors, including a review of the range of services provided in the context of all consulting services bought by the Company. The Audit Committee is authorized to approve in writing any non-audit services or additional work which the Chairman of the Audit Committee deems is necessary, and the Chairman will notify the other members of the Audit Committee of such non-audit or additional work and the reasons for such non-audit work for the Committee's consideration, and if thought fit, approval in writing. External Auditor Service Fees The fees billed by the Company's external auditors in each of the last two financial years for audit and non-audit related services provided to the Company or its subsidiaries (if any) are as follows: Financial Year Ending Audit Fees Audit Related Fees Tax Fees All other Fees March 31, 2019 $36,467 nil $12,227 nil March 31, 2018 $32,375 nil $8,910 nil Exemption As a TSX Venture Exchange listed issuer, the Company is exempt from the requirements of Part 3 Composition of the Audit Committee and Part 5 Reporting Obligations of NI 52-110. ADDITIONAL INFORMATION Financial information is provided in the Company's audited annual financial statements and accompanying management's discussion and analysis ("MD&A") for the year ended March 31, 2019. Under National Instrument 51-102, Continuous Disclosure Obligations, any person or company who wishes to receive financial statements from the Company may deliver a written request for such material to the Company or the Company's agent, together with a signed statement that the persons or company is the owner of securities of the Company. Shareholders who wish to receive financial statements are encouraged to send the enclosed mail card, together with the completed form of proxy, in the addressed envelope provided, to the Company's registrar and transfer agent, AST Trust Company ("AST"), Proxy Department, P.O. Box 721, Agincourt, Ontario, Canada M1S 0A1. The Company will maintain a supplemental mailing list of persons or companies wishing to receive financial statements. Shareholders may obtain copies of the Company's financial statements and related MD&A by contacting the Company at Level 1, 93 The Terrace, Wellington 6011 New Zealand or by telephone at 64-21-55-81-85. Additional information relating to the Company is available on SEDAR at www.sedar.com GENERAL Unless otherwise specified, all matters referred to herein for approval by the Shareholders require a simple majority of the Shareholders voting, in person or by proxy, at the Meeting. Where information contained in this Information Circular, rests specifically within the knowledge of a person other than the Company, the Company has relied upon information furnished by such person. The contents of this Information Circular have been approved and this mailing has been authorized by the Directors of the Company. DATED as of the 13th day of June, 2019. BY THE ORDER OF THE BOARD OF DIRECTORS OF CHATHAM ROCK PHOSPHATE LIMITED s/ "Chris Castle" CHRIS CASTLE, President and Chief Executive Officer CHATHAM ROCK PHOSPHATE LIMITED Appointment of Proxyholder I/We, being holder(s) of common shares of Chatham Rock Phosphate Limited (the "Company"), hereby appoint: Chris Castle, President, or failing him Linda Sanders, Director OR ___________________________________________________________________ Print the name of the person you are appointing if this person is someone other than the individuals listed above as proxy of the undersigned, to attend, act and vote on behalf of the undersigned in accordance with the below direction (or if no directions have been given, as the proxy sees fit) on all the following matters and any other matter that may properly come before the Annual Meeting of Shareholders of the Company to be held at 5:00 p.m. (Wellington time) on Thursday, July 18, 2019 at the offices of KPMG, 10 Custom House Quay, Wellington, New Zealand (the "Meeting"), and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution. .CARY, NC 27512-9903 Management recommends voting FOR Resolutions 1 through 6. Please use a dark black pencil or pen. FOR AGAINST 1. Number of Directors To set the number of Directors at five (5) 2. Election of Directors FOR WITHHOLD 1. Chris Castle ?? ?? 2. Robert Goodden 3. Linda Sanders 4. Jill Hatchwell 5. Ryan Wong FOR AGAINST WITHHOLD 3. Appointment of Auditors Appointment of KPMG International, LLP as Auditors 4. Stock Option Plan Annual approval of the Company's Stock Option Plan 5. Other Business Under Canadian Securities Law, you are entitled to receive certain investor documents. If you wish to receive such material, please tick the applicable boxes below. You may also go to our website https://ca.astfinancial.com/InvestorServices/Financial-Statements and input code 1711A. ? I would like to receive quarterly financial statements ? I would like to receive/ I do not want to receive annual financial statements I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted FOR a matter by Management's appointees or, if you appoint another proxyholder, as that other proxyholder sees fit. On any amendments or variations proposed or any new business properly submitted before the Meeting, I/We authorize you to vote as you see fit. _________________________________________________________ _________________________________ Signature(s) Date Please sign exactly as your name(s) appear on this proxy. Please see reverse for instructions. All proxies must be received by 5:00 p.m. (Wellington time) on Tuesday, July 16, 2019. Proxy Form - Annual Meeting of Shareholders of Chatham Rock Phosphate Limited to be held at 5:00 p.m. (Wellington time) on Thursday, July 18, 2019 (the "Meeting") Notes to Proxy 1. This proxy must be signed by a holder or his or her attorney duly authorized in writing. If you are an individual, please sign exactly as your name appears on this proxy. If the holder is a corporation, a duly authorized officer or attorney of the corporation must sign this proxy, and if the corporation has a corporate seal, its corporate seal should be affixed. 2. If the securities are registered in the name of an executor, administrator or trustee, please sign exactly as your name appears on this proxy. If the securities are registered in the name of a deceased or other holder, the proxy must be signed by the legal representative with his or her name printed below his or her signature, and evidence of authority to sign on behalf of the deceased or other holder must be attached to this proxy. 3. Some holders may own securities as both a registered and a beneficial holder; in which case you may receive more than one Circular and will need to vote separately as a registered and beneficial holder. Beneficial holders may be forwarded either a form of proxy already signed by the intermediary or a voting instruction form to allow them to direct the voting of securities they beneficially own. Beneficial holders should follow instructions for voting conveyed to them by their intermediaries. 4. If a security is held by two or more individuals, any one of them present or represented by proxy at the Meeting may, in the absence of the other or others, vote at the Meeting. However, if one or more of them are present or represented by proxy, they must vote together the number of securities indicated on the proxy. All holders should refer to the Proxy Circular for further information regarding completion and use of this proxy and other information pertaining to the Meeting. This proxy is solicited by and on behalf of Management of the Company. HOW TO VOTE MAIL, FAX or E-MAIL o Complete and return your signed proxy in the envelope provided or send to: AST Trust Company (Canada) P.O. Box 721 Agincourt, ON, Canada M1S 0A1 o You may alternatively fax your proxy to 416-368-2502 or toll free in Canada and United States to 1-866-781-3111 or scan and email to proxyvote@astfinancial.com. An undated proxy is deemed to be dated on the day it was received by AST. All proxies must be received by 5:00 p.m. (Wellington time) on Tuesday, July 16, 2019. CHATHAM ROCK PHOSPHATE LIMITED Appointee I/We, being holders of common shares of Chatham Rock Phosphate Limited (the "Corporation"), hereby appoint: Chris Castle, President, or failing him Linda Sanders, Director OR ___________________________________________________________________ To attend the meeting or to appoint someone to attend on your behalf, print that name here as proxy of the undersigned, to attend, act and vote on behalf of the undersigned in accordance with the below direction (or if no directions have been given, as the proxy sees fit) on all the following matters and any other matter that may properly come before the Annual Meeting of Shareholders of the Company to be held at 5:00 p.m. (Wellington time) on Thursday, July 18, 2019 at the offices of KPMG, 10 Custom House Quay, Wellington, New Zealand (the "Meeting"), and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution. .CARY, NC 27512-9903 Management recommends voting FOR the following Resolutions. Please use dark black pencil or pen. FOR AGAINST 1. Number of Directors To set the number of Directors at five (5) 2. Election of Directors FOR WITHHOLD 1. Chris Castle ?? ?? 2. Robert Goodden 3. Linda Sanders 4. Jill Hatchwell 5. Ryan Wong FOR AGAINST WITHHOLD 3. Appointment of Auditors Appointment of KPMG International, LLP as Auditors 4. Stock Option Plan Annual approval of the Company's Stock Option Plan 5. Other Business Under Canadian securities law, you are entitled to receive certain investor documents. If you wish to receive such material, please tick the applicable boxes below. You may also go to the AST website https://ca.astfinancial.com/InvestorServices/Financial-Statements and input code 1711A. ? I would like to receive quarterly financial statements ? I would like to receive annual financial statements I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any instructions previously given with respect to the Meeting. If no voting instructions are indicated above, this VIF will be voted FOR a matter by Management's appointees or, if you appoint another person, as such other person sees fit. On any amendments or variations proposed or any new business submitted properly before the Meeting, I/We authorize you to vote as you see fit. _________________________________________________________ _______________________________ Signature(s) Date Please sign exactly as your name(s) appear on this VIF. Please see reverse for additional instructions. All VIFs must be received by 5:00 p.m. (Wellington time) on Tuesday, July 16, 2019. Voting Instruction Form (VIF) - Annual Meeting of Shareholders of Chatham Rock Phosphate Limited to be held at 5:00 p.m. (Wellington time) on Thursday, July 18, 2019 (the "Meeting") 1. We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified above. Unless you attend the meeting and vote in person, your securities can be voted only by management, as proxy holder of the registered holder, in accordance with your instructions. 2. We are prohibited from voting these securities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this VIF to provide your voting instructions to us promptly. 3. If you want to attend the meeting and vote in person, please write your name in the place provided for that purpose in this form. You can also write the name of someone else whom you wish to attend the meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the meeting and vote on all matters that are presented at the meeting, even if those matters are not set out in this form or the Information Circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, please contact the Registered Representative who services your account. 4. This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate. 5. If this VIF is not dated, it will be deemed to bear the date on which it is mailed by management to you. 6. When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting. 7. This VIF confers discretionary authority on the appointee to vote as the appointee sees fit in respect of amendments or variations to matters identified in the notice of meeting or other matters as may properly come before the meeting or any adjournment thereof. 8. Your voting instructions will be recorded on receipt of the VIF. 9. By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities. 10. If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account. 11. This VIF should be read in conjunction with the Information Circular and other proxy materials provided by Management. HOW TO VOTE MAIL, FAX OR E-MAIL o Complete and return your signed VIF in the envelope provided or send to: AST Trust Company ("AST") P.O. Box 721 Agincourt, ON M1S 0A1 o You may alternatively fax your VIF toll free to 416-368-2502 or toll free in Canada and United States to 1-866-781-3111 or scan and email to proxyvote@astfinancial.com An undated VIF is deemed to be dated on the day it was received by AST. All VIFs must be received by 5:00 p.m. (Wellington time) on Tuesday, July 16, 2019. End CA:00336555 For:CRP Type:MEETING Time:2019-06-25 10:43:40