Chatham Rock Phosphate Limited — Proxy Solicitation & Information Statement 2020

Sep 16, 2020

CHATHAM ROCK PHOSPHATE LIMITED

Appointment of Proxyholder

I/We, being holder(s) of common shares of Chatham Rock Phosphate Limited (the “Company”), hereby appoint: Chris Castle, President, or failing him Linda Sanders, Director OR

Under Canadian Securities Law, you are entitled to receive certain investor documents. If you wish to receive such material, please tick the applicable boxes below. You may also go to our website https://ca.astfinancial.com/InvestorServices/Financial-Statements and input code 1711A.

• ❑ I would like to receive quarterly financial statements

• ❑ I would like to receive/ I do not want to receive annual financial statements

___________________________________________________________________ Print the name of the person you are appointing if this person is someone other than the individuals listed above

as proxy of the undersigned, to attend, act and vote on behalf of the undersigned in accordance with the below direction (or if no directions have been given, as the proxy sees fit) on all the following matters and any other matter that may properly come before the Annual General and Special Meeting of Shareholders of the Company to be held at 5:00 p.m. (Wellington time) on Thursday, October 15, 2020 at the offices of Duncan Cotterill located at Level 2, Chartered Accountants House, 50 Customhouse Quay, Wellington 6011, New Zealand (the “Meeting”), and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution.

Management recommends voting FOR Resolutions 1 through 6. Please use a dark black pencil or pen.

.CARY, NC 27512-9903Management recommends voting FOR Resolutions 1 through 6. Please use a dark blackpencil or pen.	.CARY, NC 27512-9903Management recommends voting FOR Resolutions 1 through 6. Please use a dark blackpencil or pen.	.CARY, NC 27512-9903Management recommends voting FOR Resolutions 1 through 6. Please use a dark blackpencil or pen.	.CARY, NC 27512-9903Management recommends voting FOR Resolutions 1 through 6. Please use a dark blackpencil or pen.	.CARY, NC 27512-9903Management recommends voting FOR Resolutions 1 through 6. Please use a dark blackpencil or pen.	.CARY, NC 27512-9903Management recommends voting FOR Resolutions 1 through 6. Please use a dark blackpencil or pen.
FOR AGAINST1. Number of DirectorsTo set the number of Directors at five (5)2. Election of Directors FOR WITHHOLD1. Chris Castle❑❑❑❑
2. Robert Goodden
3. Linda Sanders
4. Jill Hatchwell
5. Ryan Wong
FOR AGAINST WITHHOLD3. Appointment of AuditorsAppointment of Grant Thornton LLP as Auditors4. Stock Option PlanApprove amendments to and reconfirmation of the Company’sstock option plan5. Other Business
5. Other Business

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted FOR a matter by Management’s appointees or, if you appoint another proxyholder, as that other proxyholder sees fit. On any amendments or variations proposed or any new business properly submitted before the Meeting, I/We authorize you to vote as you see fit.

_________________________________________________________ _________________________________ Signature(s) Date

Please sign exactly as your name(s) appear on this proxy. Please see reverse for instructions. All proxies must be received by 5:00 p.m. (Wellington time) on Tuesday, October 13, 2020.

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Proxy Form – Annual General and Special Meeting of Shareholders of Chatham Rock Phosphate Limited to be held at 5:00 p.m. (Wellington time) on Thursday, October 15, 2020 (the “Meeting”)

HOW TO VOTE

Notes to Proxy

1. This proxy must be signed by a holder or his or her attorney duly authorized in writing. If you are an individual, please sign exactly as your name appears on this proxy. If the holder is a corporation, a duly authorized officer or attorney of the corporation must sign this proxy, and if the corporation has a corporate seal, its corporate seal should be affixed.

2. If the securities are registered in the name of an executor, administrator or trustee, please sign exactly as your name appears on this proxy. If the securities are registered in the name of a deceased or other holder, the proxy must be signed by the legal representative with his or her name printed below his or her signature, and evidence of authority to sign on behalf of the deceased or other holder must be attached to this proxy.

3. Some holders may own securities as both a registered and a beneficial holder; in which case you may receive more than one Circular and will need to vote separately as a registered and beneficial holder. Beneficial holders may be forwarded either a form of proxy already signed by the intermediary or a voting instruction form to allow them to direct the voting of securities they beneficially own. Beneficial holders should follow instructions for voting conveyed to them by their intermediaries.

4. If a security is held by two or more individuals, any one of them present or represented by proxy at the Meeting may, in the absence of the other or others, vote at the Meeting. However, if one or more of them are present or represented by proxy, they must vote together the number of securities indicated on the proxy.

MAIL, FAX or E-MAIL

• Complete and return your signed proxy in the envelope provided or send to:

AST Trust Company (Canada) P.O. Box 721 Agincourt, ON, Canada M1S 0A1

• You may alternatively fax your proxy to 416-368-2502 or toll free in Canada and United States to 1-866-781-3111 or scan and email to proxyvote@astfinancial.com.

An undated proxy is deemed to be dated on the day it was received by AST.

All proxies must be received by 5:00 p.m. (Wellington time) on Tuesday, October 13, 2020.

All holders should refer to the Proxy Circular for further information regarding completion and use of this proxy and other information pertaining to the Meeting.

This proxy is solicited by and on behalf of Management of the Company.