Chatham files material change and early warning reports

Form 62-103F1 Required Disclosure under the Early Warning Requirements Item 1 - Security and Reporting Issuer 1.1 State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities. Securities: Common Shares ("Shares") Issuer: Chatham Rock Phosphate Limited ("CRP") PO Box 231, Takaka 7142 New Zealand 1.2 State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place. Colin Randall and a family trust controlled by Colin Randall acquired ownership and control over 10,722,858 Shares on June 30, 2021, pursuant to the terms of a share purchase agreement dated April 28, 2021 made among CRP and the shareholders of Avenir Makatea Pty Limited ("Avenir") and pursuant to which CRP acquired all of the issued and outstanding shares of Avenir (the "Avenir Acquisition Agreement"). At the time of the closing of the Avenir Acquisition Agreement, the Shares of CRP were listed on the TSX Venture Exchange. Item 2 - Identity of the Acquiror 2.1 State the name and address of the Acquiror. Colin Randall (the "Acquiror") New Lambton Heights, NSW Australia 2.2 State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence. Pursuant to the terms of the Avenir Acquisition Agreement, the Acquiror acquired ownership and control over an aggregate of 10,722,858 Shares at a deemed price of $0.0815 per Share, 4,052,326 of which were acquired by a family trust controlled by the Acquiror ("Randall Family Trust"), and 6,670,532 of which were acquired by the Acquiror personally. Collectively, the Shares represent approximately 17.4% of CRP's issued and outstanding Shares. 2.3 State the names of any joint actors. Randall Family Trust is controlled by the Acquiror and is considered a joint actor. Item 3 - Interest in Securities of the Reporting Issuer 3.1 State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file this report and the change in the Acquiror's securityholding percentage in the class of securities. The Acquiror and Randall Family Trust acquired a total of 10,722,858 CRP Shares pursuant to the Avenir Acquisition Agreement. Prior to the completion of the acquisition of CRP Shares, the Acquiror and Randall Family Trust held no Shares of CRP. As a result of the acquisition of the CRP Shares, the Acquiror and Randall Family Trust now collectively own and control a total of approximately 17.4% of the current total issued and outstanding Shares of CRP on a non-diluted basis. 3.2 State whether the Acquiror acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file this report. Acquired ownership. 3.3 If the transaction involved a securities lending arrangement, state that fact. Not applicable. 3.4 State the designation and number or principal amount of securities and the Acquiror's securityholding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report. Immediately prior to the closing of the Avenir Acquisition Agreement, the Acquiror and joint actors of the Acquiror held no Shares of CRP. As a result of the acquisition of the CRP Shares pursuant to the Avenir Acquisition Agreement, the Acquiror and joint actors of the Acquiror now own 10,722,858 CRP Shares representing approximately 17.4% of CRP's issued and outstanding shares. 3.5 State the designation and number or principal amount of securities and the Acquiror's securityholding percentage in the class of securities referred to in Item 3.4 over which (a) the Acquiror, either alone or together with any joint actors, has ownership and control, See item 3.4 above. (b) the Acquiror, either alone or together with any joint actors, has ownership but control is held by persons or companies other than the Acquiror or any joint actor, and Not applicable. (c) the Acquiror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership. Not applicable. 3.6 If the Acquiror or any of its joint actors has an interest in, or right or obligation associated with, a related financial instrument involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the related financial instrument and its impact on the Acquiror's securityholdings. Not applicable. 3.7 If the Acquiror or any of its joint actors is a party to a securities lending arrangement involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the arrangement including the duration of the arrangement, the number or principal amount of securities involved and any right to recall the securities or identical securities that have been transferred or lent under the arrangement. State if the securities lending arrangement is subject to the exception provided in section 5.7 of NI 62-104. Not applicable. 3.8 If the Acquiror or any of its joint actors is a party to an agreement, arrangement or understanding that has the effect of altering, directly or indirectly, the Acquiror's economic exposure to the security of the class of securities to which this report relates, describe the material terms of the agreement, arrangement or understanding. Not applicable. Item 4 - Consideration Paid 4.1 State the value, in Canadian dollars, of any consideration paid or received per security and in total. The Shares were acquired at a deemed price of $0.0815 per CRP Share for a total deemed price of $873,913. 4.2 In the case of a transaction or other occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, disclose the nature and value, in Canadian dollars, of the consideration paid or received by the Acquiror. The CRP Shares were acquired by the Acquiror at a deemed price of $0.0815 per share for a total deemed price of $873,913 pursuant to the terms of the Avenir Acquisition Agreement. 4.3 If the securities were acquired or disposed of other than by purchase or sale, describe the method of acquisition or disposition. The issuance of the CRP Shares was undertaken pursuant to an acquisition by CRP of all the issued and outstanding shares of Avenir. Item 5 - Purpose of the Transaction State the purpose or purposes of the Acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions which the Acquiror and any joint actors may have which relate to or would result in any of the following: (a) the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer; (b) a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries; (d) a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board; (e) a material change in the present capitalization or dividend policy of the reporting issuer; (f) a material change in the reporting issuer's business or corporate structure; (g) a change in the reporting issuer's charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person or company; (h) a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace; (i) the issuer ceasing to be a reporting issuer in any jurisdiction of Canada; (j) a solicitation of proxies from security holders; (k) an action similar to any of those enumerated above. The Acquiror acquired the CRP Shares for investment purposes pursuant to the terms of the Avenir Acquisition Agreement. In the future, the Acquiror will evaluate its investment in CRP from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease its shareholdings as circumstances require through market transactions, private agreements, or otherwise. Item 6 - Agreements, Arrangements, Commitments or Understandings With Respect to Securities of the Reporting Issuer Describe the material terms of any agreements, arrangements, commitments or understandings between the Acquiror and a joint actor and among those persons and any person with respect to securities of the class of securities to which this report relates, including but not limited to the transfer or the voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Include such information for any of the securities that are pledged or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities, except that disclosure of standard default and similar provisions contained in loan agreements need not be included. Not applicable. Item 7 - Change in Material Fact If applicable, describe any change in a material fact set out in a previous report filed by the Acquiror under the early warning requirements or Part 4 in respect of the reporting issuer's securities. Not applicable. Item 8 - Exemption If the Acquiror relies on an exemption from requirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describe the facts supporting that reliance. Not applicable. Item 9 - Certification I, as the Acquiror, certify to the best of my knowledge, information and belief, that the statements made in this report are true and complete in every respect. Date: June 30, 2021. s/ "Colin Randall" Colin Randall FORM 51-102F3 Material Change Report UNDER SECTION 7.1 OF NATIONAL INSTRUMENT 51-102 1. Name and Address of Company: Chatham Rock Phosphate Limited P.O. Box 231 Takaka, New Zealand 7142 (the "Company") 2. Date of Material Change: June 30, 2021 3. News Release: A news release was disseminated on June 30, 2021 and was subsequently filed on SEDAR. 4. Summary of Material Change: The Company announced that it has completed the acquisition of Avenir Makatea Pty Limited ("Avenir"). Pursuant to the terms of the Share Purchase Agreement dated April 28, 2021 between CRP and Avenir's shareholders, CRP has issued a total of 17,857,738 common shares to the former Avenir shareholders (the "Consideration Shares"). The Consideration Shares are subject to a statutory hold period expiring October 31, 2021. 5. Full Description of Material Change: See attached news release dated June 30, 2021. 6. Reliance on subsection 7.1(2) of National Instrument 51-102: Not applicable. 7. Omitted Information: Not applicable. 8. Executive Officer: Chris Castle, President, Chief Executive Officer and Director Telephone: 64 21 55 81 85 9. Date of Report: June 30, 2021 End CA:00375211 For:CRP Type:CORPACT Time:2021-07-07 08:58:40