Mr. Chris Castle reports

CHATHAM ROCK AND WETSTONE GLOBAL ENTER DEFINITIVE DOCUMENTS FOR FINANCING OF CHATHAM RISE PROJECT

Chatham Rock Phosphate Ltd.'s wholly owned subsidiary, Chatham Rock Phosphate (NZ) Ltd. (CRPNZ), Wetstone Ltd. (Wetstone NZ) and Wetstone Global Inc. have entered into a definitive investment agreement, and loan novation and amendment deed, each dated May 6, 2026, for financing to support the advancement of the Chatham Rise phosphate project. The transaction remains subject to approval of the TSX Venture Exchange.

As previously announced by Chatham Rock Phosphate in its news releases dated March 20, 2026, and April 8, 2026, Wetstone Global has provided interim loan support of $150,000 (U.S.) to CRPNZ, the wholly owned subsidiary of Chatham Rock Phosphate that that holds the project. That loan carried 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 original 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. 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 original loan (plus accrued interest) may not convert into more than 15 per cent of the total shares in CRPNZ after the conversion. This has been used to finance working capital of Chatham Rock Phosphate while the definitive documentation was negotiated in respect of the transaction.

Terms of the transaction

The existing loan will be transferred via the Novation to Wetstone NZ, a wholly owned New Zealand subsidiary of Wetstone Global, resulting in Wetstone NZ becoming the lender of the loan.

The principal amount of the loan will be doubled to $300,000 (U.S.) and will be converted to New Zealand dollars. The terms of the original loan will otherwise remain as previously disclosed by Chatham Rock Phosphate on March 20, 2026, and April 8, 2026, but the repayment date will be extended to Sept. 30, 2026.

Under the investment agreement, Wetstone NZ will work toward receiving New Zealand Petroleum and Minerals (NZPAM) regulatory consent for the investment transaction (as described below).

Conditional on receipt of that consent, the loan (including principal and all accrued interest) will convert into CRPNZ shares, representing 30 per cent of the outstanding shares in CRPNZ after such conversion, and the following investment provisions will take effect.

Wetstone will be entitled to appoint a majority of the directors on CRPNZ's board.

Wetstone will provide financing toward the development of the project, in accordance with a business plan and budget to be developed by the board of CRPNZ. The financing will be provided to CRPNZ by way of limited recourse loans, which shall be recoverable only by conversion into additional shares in CRPNZ. These loans will accrue interest at the rate of interest prescribed for New Zealand fringe benefit tax purposes or such lower market rate of interest as the parties agree. That rate is currently 5.77 per cent, adjusted quarterly. There is no ceiling on the amount of the funds to be provided by Wetstone, subject to the terms of the investment agreement. The recourse loans are subject to prior filing with and approval to the extent required by the exchange upon meeting key project milestones, the limited recourse loan balance (plus accrued interest) will be converted into additional shares in CRPNZ representing a specified percentage of the shares in CRPNZ after the conversion, up to a total of 70 per cent of the shares in CRPNZ upon first production from the project.

Wetstone NZ is entitled to withdraw financing if it is of the reasonable opinion that there is a low probability of:

• Receiving the necessary environmental or other regulatory consents;
• Or overall viability or profitability of the project.

Wetstone NZ shall have pre-emptive rights over Chatham Rock Phosphate's shares in CRPNZ and shall be entitled to sell its shares in CRPNZ (but subject to a CRP tag-along right for any disposition in excess of 35 per cent).

CRP shall be entitled to a net smelter royalty of 2 per cent of the net returns from production from the project. Wetstone NZ shall have the option to purchase two-thirds of this royalty at any time in the first three years following commercial production from the project.

As noted above, following the initial 30-per-cent equity conversion, Wetstone NZ and CRPNZ will work jointly to secure the regulatory and environmental approvals and community support required to commence mineral extraction within the permit area for the project. CRP and Wetstone NZ are at arm's length to each other, and no finders' fees were payable in connection with the transaction.

Development of the Chatham Rise resource offers substantial benefits to New Zealand, including improved security of supply for farmers through access to a sustainable source of fertilizer, support for national economic growth through import substitution and domestic supply chain investment, and reduced CO2 emissions relative to current phosphate imports.

About Wetstone Ltd.

Wetstone is working globally to explore and develop offshore critical mineral resources. Guided by rigorous environmental standards and cutting-edge technologies, Wetstone collaborates with host governments and industrial partners across the value chain to responsibly develop mineral-rich deposits that meet accelerating global demand.

About Chatham Rock Phosphate Ltd.

Chatham Rock Phosphate aims to be the premier supplier of direct application phosphate to the New Zealand and global agricultural sector. The company is committed to supporting sustainable farming and advancing the benefits of direct application fertilizer for long-term soil and environmental health.

We seek Safe Harbor.