Mr. Chris Castle reports

CHATHAM ROCK PHOSPHATE ADVISES OF SHARE OFFER TO EXISTING SHAREHOLDERS

Chatham Rock Phosphate Ltd. advised on June 14 that it had closed a non-brokered private placement of 2,345,771 units at a price of 25 cents per unit for gross proceeds of $586,443.

Each unit consisted of one common share in the capital of the company and one-half of one non-transferable share purchase warrant. Each whole warrant entitled 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 two 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 the news release.

This placement, which was only able to be made to qualified investors, was one of a series of such offers during the last 12 months which raised $870,000.

It is now intended to offer all of the shareholders an opportunity to invest on the same terms and conditions in all jurisdictions where such offering is lawfully permitted. It is intended that the form of the offer be a share purchase plan, whereby shareholders, regardless of the size of their existing shareholding, are offered the opportunity to purchase up to 20,000 units at a cost of up to $5,000, or $5,280 (New Zealand). Depending on how widespread the uptake is, shareholders may have the opportunity to apply for more than 20,000 units. It is anticipated that the offering will consist of a minimum two million units and a maximum of 38.98 million units for gross proceeds of between $500,000 ($528,000 (New Zealand)) and $9,745,000 ($10,290,000 (New Zealand)).

Canadian resident shareholders who hold shares of the company as at June 19, 2018, are eligible to participate in the offering under the Canadian "existing shareholder exemption." Any Canadian resident who becomes a shareholder of the company after the record date is not permitted to participate in the offering using the existing shareholder exemption, but other exemptions from prospectus requirements may still be available to them. Canadian resident shareholders who wish to participate in the offering will be required to enter into a unit subscription agreement with the company, a copy of which will be made available to Canadian resident shareholders upon request. Canadian resident shareholders who became shareholders after the record date should consult their professional advisers when completing their unit subscription agreement form to ensure that they use the correct exemption.

There are conditions and restrictions when relying upon the Canadian existing shareholder exemption, namely, the subscriber must: (a) be a shareholder of the company on the record date (and still be a shareholder), (b) be purchasing the units as a principal (that is, for their own account and not for any other person) and (c) may not purchase more than $15,000 value of securities from the company in any 12-month period. There is one exception to the $15,000 subscription limit. In the event that a subscriber wants to purchase units having a value in excess of $15,000, then the subscriber may do so provided that the subscriber has first received suitability advice from a registered investment dealer. In this case, subscribers will be asked to confirm the registered investment dealer's identity and employer.

The company's most recent share purchase plan offering was in 2016 before the merger with Antipodes Gold and raised $600,000 (New Zealand). The company expects that a similar level of support will eventuate on this occasion.

The company intends to use the net proceeds raised in the offering as follows: (1) if the minimum gross proceeds are raised, $500,000 will be used to advance the reapplication for the environmental permit, and the balance will be used for general corporate purposes; (2) if the maximum gross proceeds are raised, $6-million will be used to advance the reapplication for the environmental permit, and the balance will be used for general corporate purposes.

Completion of the offering is subject to receipt of the approval of the TSX Venture Exchange to list the common shares underlying the units and the warrants on the exchange. All securities issued pursuant to the offering will be subject to a four-month-and-one-day hold period in Canada in accordance with applicable Canadian securities laws.

The company also announces the resignation of Robin Falconer from the board due to other commitments. Although he has resigned as a director, the company expects that Mr. Falconer will continue to be available to the company in a consulting capacity. It would like to thank Mr. Falconer for his contributions and efforts while serving as a director, and wish him well in his future endeavours. Chatham Rock is appreciative of his years of support and service to the company.