Chatham Rock Phosphate Limited — Proxy Solicitation & Information Statement 2023

Oct 26, 2023

FOR AGAINST

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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 (the “Management Nominees”) OR

_____________________________________________________________________________ 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 on November 16, 2023, at 5:00 p.m. (Wellington time), at the Company’s office located at Level 1, 93 The Terrace, Wellington, 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.

4. Stock Option Plan

To ratify and approve the Company’s stock option plan as more particularly described in the accompanying information circular

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 services.tsxtrust.com/financialstatements and input code 1711A.

• I would like to receive quarterly financial statements

• I would like to receive annual financial statements

• I would like to receive the information circular for the next meeting

• I would like to receive future mailings by email at

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Management recommends voting FOR Resolutions 1-4. Please use a dark black pencil or pen.

1. Appointment of Auditor

To appoint Grant Thornton LLP as the Auditor of the Company for the ensuing year, and to authorize the directors to fix the remuneration to be paid to the Auditor

FOR AGAINST

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 each matter by the Management Nominees 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.

FOR AGAINST

2. Number of Directors

To fix the number of directors of the Company for the ensuing year at six (6)

3. Election of Directors

1. CHRIS CASTLE

FOR WITHHOLD

____________________________________________ _________________________ Signature(s) Date

Please sign exactly as your name(s) appear on this proxy. Please see reverse for instructions. All proxies must be received no later than 5:00 p.m. (Wellington time) on Tuesday, November 14, 2023 .

1. ROBERT GOODDEN

2. LINDA SANDERS

3. JILL HATCHWELL

4. RYAN WONG

5. COLIN RANDALL

PROXY FORM – Annual General and Special Meeting of Shareholders of CHATHAM ROCK PHOSPHATE LIMITED to be held on Thursday, November 16, 2023 at 5:00 p.m. (Wellington time)(the “ Meeting ”)

HOW TO VOTE

MAIL, FAX or EMAIL

Notes to Proxy

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

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.

TSX Trust Company P.O. Box 721 Agincourt, ON M1S 0A1

• You may alternatively fax your proxy to 416-595-9593 or scan and email to proxyvote@tmx.com.

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

If you wish to receive investor documents electronically in future, please visit services.tsxtrust.com/edelivery to enrol.

All proxies must be received no later than no later than 5:00 p.m. (Wellington time) on Tuesday, November 14, 2023 .

1. 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.

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 Corporation.

As noted above, this proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matter identified in the notice of meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement, thereof, whether or not the matter is routine and whether or not the matter is contested.