Mr. Chris Castle reports

CHATHAM ROCK PHOSPHATE LIMITED PRIVATE PLACEMENT CLOSES

Further to Chatham Rock Phosphate Ltd.'s news release dated Jan. 26, 2024, announcing the closing of its non-brokered private placement of 4,623,155 units at a price of seven cents per unit, four of the subscribers were insiders of the company for aggregate subscriptions of 1,609,619 units, or a total of $112,673 in gross proceeds.

The subscriptions by the insiders of the issuer are related party transactions for the purposes of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, but the issuer is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that the fair market value of the subscriptions, insofar as it involves the insiders of the issuer, does not exceed 25 per cent of the market capitalization of the issuer, as determined in accordance with MI 61-101.

We seek Safe Harbor.