Chatham Rock Phosphate Limited, Annual Meeting 2025

28 October 2025

Chatham Rock Phosphate Ltd (CRP)

The company will hold its Annual and Special Shareholders Meeting at 5.00pm Thursday 13 November 2025.

The location is the Company’s office Level 1, 93 The Terrace, Wellington.

NZSA no longer provides a proxy service for this company.

Company Overview

The company has its prime listing on the Toronto Venture Exchange (TSX.V) and a secondary listing on the NZX and the Frankfurt Stock Exchange. It reports in Canadian Dollars.

It has a mineral mining permit expiring in 2033 (which may be extended), covering 820 square kilometres in the Chatham Rise. This is subject to the granting of a mineral resource consent by the Environmental Protection Agency.

In October 2024, the company announced it had been granted a license to mine Korella North in Queensland Australia. The NI43-101 independent report reported 600,000 tonnes of Indicated Resources and 2.1 million tonnes of Inferred rock phosphate Resources within EPM28589.

In September 2025, the company announced it had commenced a Feasibility Study to develop a railway to connect the Korella North Mine and its planned phosphate export facility to the Port of Karumba.

NZSA and Chatham Rock Clarifications

Because CRP’s primary listing is on the TSX.V, its Reporting and Financial Statements do not conform to the usual presentation or NZX standards in some areas – please take this into account in reading this report. 

CRP has published some of its response to NZSA in 2023 on its own website, at this link. This offers some disclosures not contained within the MD&A. NZSA encourages the company to include some of these disclosures within the company’s annual Management Discussion and Analysis (MD&A) Report (the TSX.V equivalent of an Annual Report.

We note the statement in the Notice of Meeting that “The board of directors has fixed the close of business on October 7, 2025, as the Record Date for determining holders of Shares who are entitled to vote at the Meeting.” We believe this is unreasonable as it excludes shareholders who purchased shares after October 7^th, 2025, and before the ASM, a period of 5 weeks.

The company gives itself this right under clause 10.6 of its constitution. We note that the constitution refers to the Business Corporations Act of British Columbia – Chatham Rock Phosphate is incorporated in Canada, with a secondary registration in New Zealand.

While compliant with Canadian law, NZSA does not believe this is an appropriate standard for New Zealand investors. The company notes that their legal advice suggests this timeline cannot be varied.

Current Strategy

The company’s strategy is based on being the premier supplier of direct application phosphate to the New Zealand and global agricultural sector.

We note that the company has a ‘phased project’ approach, to create cashflow from near-term project delivery (i.e., Korella), with cash then to be re-invested to support project development elsewhere (Avenir Makatea, Chatham Rise).

Disclaimer

To the maximum extent permitted by law, New Zealand Shareholders Association Inc. (NZSA) will not be liable, whether in tort (including negligence) or otherwise, to you or any other person in relation to this document, including any error in it.

Forward looking statements are inherently fallible.

Information on www.nzshareholders.co.nz and in this document may contain forward-looking statements and projections. For any number of reasons, the future could be different – potentially materially different. For example, assumptions may be wrong, risks may crystallise, unexpected things may happen. We give no warranty or representation as to any future financial performance or any other future matter. We may not update our website and related materials for changes.

There is no offer or financial advice in our documents/website.

Information included on www.nzshareholders.co.nz and in this document is for information purposes only. It is not an offer of financial products, or a proposal or invitation to make any such offer. It is not financial advice and does not take into account any person’s individual circumstances or objectives. Prior to making any investment decision, NZSA recommends that you seek professional advice from a licensed financial advice provider.

There are no representations as to accuracy or completeness.

The information, calculations and any opinions on www.nzshareholders.co.nz and in this document are based upon sources believed reliable. The NZSA, its officers and directors make no representations as to their accuracy or completeness. All opinions reflect our judgement on the date of communication and are subject to change without notice.

Please observe any applicable legal restrictions on distribution

Distribution of our documents and materials on www.nzshareholders.co.nz (including electronically) may be restricted by law. You should observe all such restrictions which may apply in your jurisdiction.

Key

The following sections calculate an objective rating against criteria contained within NZSA policies.

Governance

NZSA assessment against its key policy criteria are summarised below.

Directors Fees:  Only one Director was paid fees in FY25. The others were paid Consultancy Fees, Management Fees, or Employee Benefits. This is somewhat unusual as regards NZX companies. No share options were issued in FY25, although these have been issued in past years.

Director Share Ownership: The company discloses on its website (Responses to NZSA Questions — Chatham Rock Phosphate) that Directors are not required to own shares. NZSA’s position it that whilst this should be encouraged it should be left to Directors to decide depending on their circumstances.

CEO Remuneration:  For FY25 the President and CEO (who is also the founder of the company) did not receive any direct remuneration. Consultancy fees were paid to a company of which the President and CEO is a Director.

Golden Parachutes: In the interests of transparency, NZSA believes there should be explicit disclosure around the severance terms and notice periods associated with the CEO, including whether specific termination payments are offered.

The company discloses that no termination payments are offered in its “NZSA Response” link. In addition, NZSA expects explicit disclosure around the severance terms and notice periods associated with the CEO.

Director Independence:  We are pleased to note following our previous comments the company now provides clear disclosure around its Directors status as follows,

• • Chris Castle                            President and CEO (New Zealand based)
  • Linda Sanders                        Non-executive Chair (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)
  • Georg Hochwimmer             Independent Non-executive director (Germany based)

Only two Directors are independent as defined by CRP – the minimum required by the NZX Listing Rules. However, NZSA notes the significant shareholding (>10%) held by Georg Hochwimmer in CRP, above the 5% threshold contained within the NZX Corporate Governance Code.

While permitted under TSX.V rules, this shareholding could define Hochwimmer as “non-independent” under NZX rules. While the company is required to comply with TSX.V rules, NZ investors should be aware of how this assessment may be treated in a New Zealand context.

NZSA notes that all Directors are required to act in the best interests of the company, so see no reason why a majority of Directors should not be independent, as per NZSA policy.

Board Composition:  There is no disclosure of a skills matrix that defines the skills required to govern the company nor attributes skill sets to individual Directors to demonstrate how they contribute to governance. The Directors other governance roles are not disclosed, however there is some biographical detail on the company’s website.

It is difficult to assess the relevant skills of Directors for CRP in the absence of any meaningful disclosure as to either the skills required to govern the company, and the lack of commentary or specific skills disclosure related to Directors.

Director Tenure:  NZSA looks for evidence of ongoing succession or ‘staggered’ appointment dates that reduce the risks associated with effective knowledge transfer in the event of succession. We also prefer a term maximum of 9-12 years, unless there are exceptional circumstances that may apply.

We note that Chris Castle, Linda Sanders, Jill Hatchwell and Robert Goodden have been Directors of subsidiary Chatham Rock Phosphate (NZ) Ltd since between 2004 and 2013. 

We continue to maintain that this degree of institutional knowledge poses a business continuity risk for shareholders, in the event of any unexpected departure. The company acknowledges the value of their institutional knowledge, thereby recognising this risk.

ASM Format: Chatham Rock Phosphate is a physical meeting. NZSA prefers a hybrid meeting (i.e., physical, and virtual) as a way of promoting shareholder engagement while maximising participation. We note almost 70% of NZX companies hold hybrid meetings and this is the expectation of shareholders. There are low-cost virtual platforms so cost should not be a barrier.

Given the physical-only nature of the meeting, NZSA has elected to not attend in 2025.

Independent Advice for the Board & Risk Management: NZSA looks for evidence, through disclosures, that a Board has access to appropriate internal and external expertise to support board assurance activities. 

The company’s governance webpage notes that Board members can seek external advice as required. CRP has no internal assurance staff. As per CRP’s responses in previous years, two executive directors, consultants, and external contractors run the business.

We also look for evidence that Boards are across their risk management responsibilities. We note the significant disclosure in the Annual Report setting out business, operational and financial risks.

Audit

NZSA assessment against its key policy criteria are summarised below.

Audit Independence:  Good disclosure.

Audit Rotation:  It is not disclosed as to whether the Lead Audit Partner is rotated at 5 years. Notwithstanding auditor tenure, NZSA also expects disclosure of the appointment dates of the Lead Audit Partner and Audit Firm to improve transparency for investors.

Ethical and Social

NZSA assessment against its key policy criteria are summarised below.

Whistleblowing:  Good disclosure.

Political Donations:  The company notes in the ‘NZSA Response’ section of their website that they do not make donations to political parties. We encourage CRP to include this as a statement in their MD&A.

Financial & Performance

Chatham Rock Phosphate’s share price fell from $0.11 to $0.08 (as of 22^nd October 2025) over the last 12 months – a 28% decline. This compares unfavourably with the NZX 50 which rose 4% in the same period. The capitalisation of CRP is $8.6m placing it 111^th out of 115 companies on the NZX by size and makes it a small company.

¹ per share figures based off actual shares at balance date (not weighted average)

² In NZD as the company is traded on the NZX.

CRP had another year that was par for the course; that is to say, little revenue and large expenses generating large losses. We note that the company has an accumulated deficit of $36.7m, an increase from 2024. There seems to be an ongoing pattern in this regard. We also note declining NTA / share, the cumulative impact of successive capital raises.

Revenues of $41,202 were obtained and general and administrative expenses amounted to $1,223,905.

CRP had a loss of $1,182,703 for the year, continuing their trend of losses. This trend is disconcerting. EPS came in at -$0.011, after extra shares were issued during the year to support going concern issues. 14m shares were issued during the financial year raising $1.2m net of issue costs. Operating cashflows, similarly, were negative at -$1,142,751.

The auditors (Grant Thornton) have seen fit to qualify the accounts with regards to going concern issues. Page 4 of the financial statement states: “We draw attention to Note 1 in the consolidated financial statements, which indicates that the Group incurred a loss of $1,182,703 during the year ended 31 March 2025. As of 31 March 2025, the Group’s current liabilities exceeded its current assets by $314,189 and the Group expects to incur further losses in the development of its business”.

The company engages in a range of related party transactions. These are explicitly listed in note 18 on pages 43 and 44 of the Financial Statements.

NTA per share is $0.06. Shares trade at a slight premium to NTA and this indicates the market is positively disposed to CRP future prospects.

The company has one non-current asset of significance. This asset is a Mineral Property Interest and is valued in the accounts at $6.7m. Of this, $4.6m relates to the Chatham Rise project and Note 5 on page 27 of the financial statements states that: “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 21”.

The success or otherwise of this project will be contingent on the Group gaining this marine consent.

The company made numerous price sensitive announcements during the year (although most seemed more of a marketing type) that did not move the share price. On the 23^rd October the company announced “ground-breaking” Korella MPC news.

Resolutions

This is an administrative resolution.

                            We encourage voting IN FAVOUR of this resolution.

Directors are elected annually, under a ‘slate vote’ mandated by the Toronto Ventures Exchange. There is also no way to register an ‘AGAINST’ vote under this regime. While the TSX rules changed in 2014 to a format similar to New Zealand (individual director elections), this did not extend to the TSX.V.

The situation makes Canada a global outlier when it comes to corporate governance and the rights of shareholders. We note that there are amendments to the Canada Business Corporations Act (CBCA) made in 2018 to prohibit slate voting, however, these amendments are not yet in force.

As NZSA does not support all the Directors standing for election or re-election under the “slate vote”, we encourage shareholders to vote AGAINST this resolution.

On the basis of the TSX.V rules noted under Resolution 2, the Proxy Voting Form for CRP allows for a vote on each Director, but it only allows a ‘For’ or ‘Withhold’ vote NOT an Against Vote.

(a) To re-elect Chris Castle as a Non-Independent Director.

Chris Castle was appointed to the Board in 2015. He is the President, Managing Director, and CEO. He established Aorere Resources Ltd in 1989. That company recently changed its name to SMW Group Ltd. He was also a founding director of Spectrum Resources and Premier Mining Securities. He is Chair of Decklar Resources (previously Asian Mineral Resources).

As per our comments in previous years, NZSA does not favour the CEO also being a Director in any company, a position reinforced by the long-term nature of Chris Castle’s association with CRP (see ‘Director Tenure’). The governance and management of the company should be separate with the CEO reporting to the Board not being a ‘first amongst equals.

We acknowledge his role as the founder of CRP. We also acknowledge the North American approach to Board composition in this regard, widely regarded elsewhere in the world as not meeting best practice structures.

His foremost responsibility is as CEO, to implement the strategy and operations of the company.

We also have some concern as to the level of performance of Mr Castle as a Director, given the long-term performance of CRP. We do note his personal commitment and energy to CRP.

We encourage shareholders to WITHHOLD votes supporting his re-election.

(b) To re-elect Robert Goodden as an Independent Director.

Robert Goodden was appointed to the Board in 2017. He is the founder of Ocean Diamonds Ltd and Chairman of Subsea Minerals Ltd. He is based in Cornwall England.

We encourage shareholders to vote IN FAVOUR of his re-election.

(c) To re-elect Jill Hatchwell as a Non-Executive Director. 

Jill Hatchwell was appointed to the Board in 2017. She is a Director of Aorere and an executive Director of Nevay Holdings. Her other directorships include ServiceIQ, the Industry Training Organisation (ITO) for the Aviation, Tourism, Travel, Museums, Hospitality, Retail and Wholesale sectors of New Zealand’s service industry.

While she has been a Director of the current incarnation of CRP since 2017, NZSA notes she has been a director of Chatham Rock Phosphate (NZ) Ltd since 2004.

NZSA considers that while Jill Hatchwell may add value to the Board, she should not be considered an independent director due to her tenure (21 years). She will have served 22 years at the end of this term.

For this reason, we encourage shareholders to WITHHOLD votes supporting her re-election. Had she been described as ‘non-independent,’ NZSA would support this resolution.

(d) To elect Dr Georg Hochwimmer as an Independent Director.

Dr Georg Hochwimmer was appointed to the Board in May 2024. He is the founder of General Research GmbH, a consulting company providing financial analysis, corporate finance, and investor relations advice, and is a Director of several listed companies of the TSX.V and CSE. He is based in Germany.

While permitted to be described as an independent under TSX.V rules, under the NZX rules that most NZ investors are used to, Dr. Hochwimmer may not be considered as independent given he owns >5% of CRP shares.

For this reason, we encourage shareholders to WITHHOLD votes supporting his re-election. Had he been described as ‘non-independent,’ NZSA would support this resolution.

(e) To elect Colin Randall as a Non-Independent Director.

Colin Randall was appointed to the Board in June 2021. He is a mining engineer consultant. He holds 11.8% of the shares in the company. He is based in Australia.

We encourage shareholders to vote IN FAVOUR of his re-election.

(f) To re-elect Linda Sanders as a Non-Independent Director.

Linda Sanders was appointed to the Board in 2017. She is a Director of Aorere and an advisor to Te Puni Kokiri on communication matters.

We encourage shareholders to WITHHOLD votes supporting her re-election.

(g) To re-elect Ryan Wong as an Independent Director.

Ryan Wong was appointed to the Board in 2017. He is Chief Operations Officer at Caldecott Group a real estate, property management and construction company in Malaysia. He is based in Malaysia.

We encourage shareholders to vote IN FAVOUR of his re-election.

The full details are set out in the Notice of Meeting. At the 2019 Annual General and Special Meeting, the shareholders approved a rolling stock option plan, authorising the issue of incentive stock options to directors, officers, or consultants for up to 10% of the issued shares of the Company from time to time. Subsequent to that Annual General and Special Meeting, the Board approved an amendment to the stock option plan to increase the permitted expiry date of stock options granted under the stock option plan from five (5) years to ten (10) years from the date of grant. The Toronto Stock Exchange Rules require this amendment be approved by a majority of the shareholders excluding those shareholders who are subject to the stock option plan.

NZSA policy does not generally support options for Directors, except in limited circumstances, although recognise their importance in incentivising executives.

We note the Notice of Meeting contains the following:

“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.”

NZSA interprets this as stating a form of stock option will be issued regardless of shareholder vote. We consider this as an affront to the rights of shareholders in CRP and consider that it would be inappropriate to support the resolution.

We will vote undirected proxies AGAINST the resolution.

Proxies

We note the Notice of Meeting “The board of directors has fixed the close of business on October 7, 2025, as the Record Date for determining holders of Shares who are entitled to vote at the Meeting.”

We believe this is unreasonable as it excludes shareholders who purchase shares after the 7 October 2025 and before the ASM.

You can vote online or appoint a proxy at https://nz.investorcentre.mpms.mufg.com/voting/CRP

Please note that the Association will not have a representative at CRP’s meeting this year, so votes assigned to NZSA will not be voted.

The Team at NZSA