Mr. Chris Castle reports

CHATHAM ROCK CLARIFIES LOAN AGREEMENT

Chatham Rock Phosphate Ltd. has clarified certain terms of the loan agreement previously announced on March 20, 2026.

The $150,000 (U.S.) loan to Chatham Rock Phosphate (N.Z.) Ltd., a wholly owned subsidiary of the company, underlying the loan agreement, has been fully drawn and used for working capital. It carries an interest rate of 10 per cent per annum from the date of the loan agreement (which was on Aug. 8, 2025), increased by an increment of 2.5 per cent per annum on and from Jan. 31, 2026, and the expiry of each six-month period following the reset date. The loan is repayable all or in part, together with accrued interest, within five business days of written demand by the lender given after the reset date.

The loan agreement also grants the lender a right of first refusal on any proposed sale, financing, partnership or other arrangement regarding the company's Chatham Rise project or the mining permit associated therewith for the two years following the reset date. As previously announced, the loan agreement also contains provisions allowing for the conversion of the loan into shares of CRPNZ only upon CRPNZ entering into a definitive agreement in relation to a transaction involving the provision of equity finance (including financial instruments convertible into equity), at a conversion rate fixed under the loan agreement. The loan (plus accrued interest) may not convert into more than 15 per cent of the total shares in CRPNZ after the conversion. The loan remains subject to exchange approval.

We seek Safe Harbor.