Chatham Rock Phosphate Limited Private Placement – Extension of Closing Date to July 16, 2023

On April 12, 2023, Chatham Rock Phosphate Ltd. proceeded with a non-brokered private placement of up to 30 million units at a price of 13 cents per unit (15.4 New Zealand cents) for gross proceeds of up to $3.9-million ($4.62-million (N.Z.)).

Each unit will consist of one common share in the capital of the company and one transferable share purchase warrant, transferable subject to applicable securities legislation. Each warrant will entitle the holder thereof to acquire one common share at a price of 45 cents per share at any time prior to the date that is three years from the date of issuance.

It wishes to thank those investors who have supported the private placement, and to allow others to participate, it requested, and has been granted by the TSX Venture Exchange, a further extension of the closing date.

This opportunity to invest in the new Chatham Rock phosphate group

Chatham Rock shares have enjoyed strong investor support during the last 16 months following recent announcements by the company detailing the following milestones:

A significantly oversubscribed private placement in April, 2022;

Granting of exploration permit at Korella South;

Granting of selenium-related exploration permits at Tambo and Gunnerside;

Commencement of several rare earth extraction feasibility studies;

Lodging of an application for an exploration permit at Korella North;Continuing progress in the SASAM (French Polynesia) permitting process;

Appointment of mining service provider Golding Contractors to provide mining services for the development of the Korella North mine;

Appointment of logistics service provider Aurizon for mine to Cloncurry distribution hub transport, as well as transport by rail to Port of Townsville;

Signing of a lease for the Cloncurry Round Oak Road distribution hub;

Signing of memorandum of understanding with MC Group for the operation of the processing plant at Round Oak Road distribution hub;

Significant advances toward proposed establishment of a monocalcium phosphate manufacturing plant;

The execution of an agreements with leading Australian environmental firm C&R Consulting to provide environmental services for the development of the phosphate distribution hub in Cloncurry and the Korella North mine.

• A significantly oversubscribed private placement in April, 2022;
• Granting of exploration permit at Korella South;
• Granting of selenium-related exploration permits at Tambo and Gunnerside;
• Commencement of several rare earth extraction feasibility studies;
• Lodging of an application for an exploration permit at Korella North;
• Continuing progress in the SASAM (French Polynesia) permitting process;
• Appointment of mining service provider Golding Contractors to provide mining services for the development of the Korella North mine;
• Appointment of logistics service provider Aurizon for mine to Cloncurry distribution hub transport, as well as transport by rail to Port of Townsville;
• Signing of a lease for the Cloncurry Round Oak Road distribution hub;
• Signing of memorandum of understanding with MC Group for the operation of the processing plant at Round Oak Road distribution hub;
• Significant advances toward proposed establishment of a monocalcium phosphate manufacturing plant;
• The execution of an agreements with leading Australian environmental firm C&R Consulting to provide environmental services for the development of the phosphate distribution hub in Cloncurry and the Korella North mine.

Disposition of funds

The private placement funds raised will be used for the following purposes:

Fast-tracking the development of the Round Oak Road distribution hub and the Korella North mine, the latter currently anticipated to be in production in fourth quarter 2023;

Completion of the permitting process for the Avenir Makatea onshore phosphate project in French Polynesia with expected operating cash flows in 2025;

Rapid advancement of the feasibility studies for its monocalcium phosphate plant;

Rare earth extraction optimization studies;

Advancing two selenium projects at Tambo and Gunnerside;

General working capital.

• Fast-tracking the development of the Round Oak Road distribution hub and the Korella North mine, the latter currently anticipated to be in production in fourth quarter 2023;
• Completion of the permitting process for the Avenir Makatea onshore phosphate project in French Polynesia with expected operating cash flows in 2025;
• Rapid advancement of the feasibility studies for its monocalcium phosphate plant;
• Rare earth extraction optimization studies;
• Advancing two selenium projects at Tambo and Gunnerside;
• General working capital.

It is anticipated that operating cash flows from the Korella North mine will, during 2024, provide working capital while also financing the reapplication for a marine consent (environmental permit) for its Chatham Rise project.

Terms of the issue

Each unit will consist of one common share in the capital of the company and one transferable share purchase warrant, transferable subject to applicable securities legislation. Each warrant will entitle the holder thereof to acquire one common share at a price of 45 cents per share at any time prior to the date that is three years from the date of issuance.

In the event that the common shares of the company trade on the TSX Venture Exchange at a closing price of greater than 60 cents 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 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 such news release.

The common shares and warrants issued pursuant to this proposed offering are subject to a hold period of four months plus one day after the closing date of the private placement as provided by securities legislation.

Finders’ fees may be payable in cash to arm’s-length parties in connection with the private placement as permitted under the policies of the TSX Venture Exchange. The private placement is subject to the acceptance by the TSX Venture Exchange and is expected to close on or before July 16, 2023.

Eligible investors are encouraged to contact the company directly immediately if they wish to participate.