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Chatham Rock Phosphate Ltd
Symbol NZP
Shares Issued 115,410,765
Close 2026-06-22 C$ 0.065
Market Cap C$ 7,501,700
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Chatham Rock schedules special meeting for July 14

2026-06-23 13:44 ET - News Release

Mr. Chris Castle reports

CHATHAM ROCK PHOSPHATE ANNOUNCES SPECIAL MEETING OF SHAREHOLDERS

Chatham Rock Phosphate Ltd. has called a special meeting of its shareholders for Tuesday, July 14, 2026, for the purposes of asking its shareholders to approve resolutions that would allow the company to continue its jurisdiction of incorporation from British Columbia, Canada, to New Zealand, and to delist from the TSX Venture Exchange in Canada and seek a primary listing on the New Zealand stock exchange (NZX).

The company's current jurisdiction of incorporation is in British Columbia, Canada. This was the result of a previous transaction with a British Columbia company that resulted in the company inheriting its listing on the TSX-V. The company added a secondary listing on the NZX, which it maintains now. With the company's head office, its assets, and the majority of its management and directors residing in New Zealand and given that the large majority of the company's shareholders reside outside Canada, management of the company believe that changing the company's domicile to New Zealand will result in the daily operation of the company becoming more cost-effective and convenient for management. Many cross-jurisdictional filings and ancillary regulation will be avoided. Also, with the approval of the company's shareholders by the requisite majority, it will also allow the company to delist from the TSX-V in Canada, saving substantial money on sustaining fees, filings and legal fees with minimal loss of benefit to the company.

Approval of the resolution to continue the company's jurisdiction of incorporation into New Zealand must be approved under British Columbia law by a special resolution of a 66-2/3rds per cent of the votes cast by shareholders at the meeting who vote in respect to such special resolution, whether in person or by proxy. Approval of the resolution to delist from the TSX-V must be through majority of the minority approval (as defined in TSX-V Policy 3.5) of votes cast at the meeting, whether in person or by proxy, as required by TSX-V policy. The majority of the minority for the foregoing purposes means that only the votes of those shareholders represented at the meeting, excluding insiders and their respective associates and affiliates (all as defined in TSX-V Policy 1.1) will be counted for the purposes of this resolution. To the knowledge of the company, such persons owned or controlled an aggregate of 26,571,919 common shares, representing approximately 23.02 per cent of the issued and outstanding common shares, as of June 3, 2026, the record date for the meeting. The company has no promoters, as that term is defined in TSX-V Policy 1.1.

Full details of the proposed resolutions are contained in the company's information circular dated June 8, 2026, which has been mailed to shareholders, along with proxy materials related to the meeting and the resolutions being sought.

If both resolutions are approved by the requisite majorities, the company expects to apply to delist from the TSX-V shortly thereafter and will disseminate a further news release at least 10 business days in advance of the exact date of delisting. The company has begun the application process for a primary listing on the NZX and expects to have it completed on or about the date of the meeting. If that process has not been completed by the date of delisting from the TSX-V, there is another local listing opportunity in New Zealand that the company has an option to pursue on a temporary basis. However, there may be a period of time when shareholders may not be able to sell their common shares. No assurance can be given as to if, or when, the common shares of the company will be relisted or traded on the NZX or any other stock exchange.

As a result of the company's decision to pursue delisting from the TSX-v, the company has asked the TSX-V not to continue with its review of the definitive investment agreement with its wholly owned subsidiary, Chatham Rock Phosphate (NZ) Ltd., Wetstone Ltd. and Wetstone Global Inc., as announced in its press release dated May 7, 2026. That transaction will be subject to the regulatory regime of the NZX or such other stock exchange as the company is listed on following delisting from the TSX-V.

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