In reference to three financial years, please discuss the firms corporate governance and ownership structure and provide suggestions on how to improve. Discuss whether its corporate governance is good, based on the board and audit committee characteristics, the advantage of proper board and the financial reporting process. [You could discuss the firms board size, whether CEO and chairperson are the same person, how many independent directors, female directors, shareholder information, internal valuers or external valuers etc.]

Reference:

2017

2018

2019

CORPORATE HISTORY AND NATURE OF THE BUSINESS Chatham Rock is incorporated under the Business Corporations Act (British Columbia) and listed on the Toronto Stock Exchange's Venture Exchange ("TSX-V"). The Company is also registered under the New Zealand Companies Act 1993 and listed on the New Zealand Stock Exchange's Alternative Market ("NZAX"). A name change from Antipodes Gold Limited to Chatham Rock, in February 2017, was undertaken at the same time as a reverse takeover arrangement for the Company to acquire its main subsidiary, Chatham Rock Phosphate (NZ) Limited ("Chatham (NZ)") (which was incorporated in New Zealand under the Companies Act 1993 on April 27, 2004). Chatham (NZ)'s registered office and principal place of business is located at Level 1, 93 The Terrace, Wellington 6011, New Zealand. Significant intercorporate Relationships Chatham Rock Phosphate Limited (Chatham Rock) Incorporated under the Business Corporations Act (British Columbia) 100% Manmar Investments 106 (Proprietary) Limited Chatham Rock Phosphate (NZ) Limited Incorporated under the laws Incorporated under the New Zealand of Namibia Companies Act 1993 Chatham (NZ) is a junior mineral exploration company, focused on the development and exploration of a marine phosphorite deposit off the coast of New Zealand. It has not commenced mining operations or generated operating revenues to date. Chatham (NZ) holds a Mining Permit over an area off the coast of New Zealand with significant seabed deposits of rock phosphate and other potentially valuable minerals. In 2007, Chatham (NZ) and an associate applied for a prospecting license over an area covering a portion of a phosphorite deposit on the Chatham Rise, being historically an intensively investigated area of the Chatham Rise for potentially economic concentrations of rock phosphate. In 2010, Chatham (NZ) (as to 90%) and its associate (as to 10%) were jointly granted a prospecting licence, pursuant to the Crown Minerals Act 1991 of New Zealand, covering 4,726 kmof the Chatham Rise. Following the prospecting licence being granted, Chatham (NZ) carried out significant background work as part of the licence requirements to further characterize the phosphorite resource and assess the potential environmental impacts of a possible mining operation in a marine environment. Since acquiring the original prospecting licence in 2010, Chatham (NZ) has commissioned six cruises in two programs. The key objects of the cruises were to corroborate the previous work conducted on the Chatham Rise and to collect further geological, geotechnical, geophysical and environmental data. For phosphorite grade corroboration purposes, the M.V. Tranquil Image cruise collected 55 samples using a Van Veen grab. The R.V. Dorado Discovery conducted four cruises out to the project area and collected 181 box core and grab samples as well as environmental data. The data collected by Chatham (NZ) allowed better delineation of the deposit. The more recent work by Chatham (NZ) on investigating this resource confirmed the general tenor of the phosphorite grades and location of phosphorite in the area, advanced work aimed at investigating the feasibility of mining the resource, and has provided valuable information to assess the environmental effects of the proposed mining operations. In early 2011, Chatham (NZ) commissioned independent studies for the design of a system to recover phosphorite from the Chatham Rise seabed from three of the largest dredging companies in the world. Boskalis Offshore Subsea Contracting B.V ("Boskalis") was one of the participants and was selected by Chatham (NZ) as its preferred technical partner for the Chatham Rise Project. Chatham (NZ) divested some oil and gas related investments to its associate in exchange for it transferring its 10% interest in the prospecting license to Chatham (NZ), resulting in the project becoming wholly owned by Chatham (NZ). In September 2012, Chatham (NZ) applied for a Mining Permit in respect of a part of the area covered by the Continental Shelf Licence. As part of that application process and in anticipation of applying for the Marine Consent, Chatham (NZ) consulted with a range of stakeholders. This has included the local (Maori) Iwi, the Chatham Islands community, the Government, fishing groups and a range of environmental groups. The purpose of this consultation was to establish a relationship with these parties and to identify and resolve issues associated with the mining proposal. As a result, the Directors believe that the project is now well understood by a wide range of stakeholders and in turn Chatham (NZ) has a better understanding of the views and possible concerns of all parties whose interests are potentially affected by the project. The Mining Permit was granted on December 6, 2013. In May 2014, Chatham (NZ) submitted to the (New Zealand) Environmental Protection Authority ("EPA") a formal application for Marine Consents. The application was declined on February 11, 2015. Chatham (NZ) aims to pursue a re-submission of its Marine Consent application and has been raising equity capital in preparation for this task. BOARD OF DIRECTORS Chris Castle Robert Gooden Justin Cochrane Robin Falconer Jill Hatchwell Linda Sanders Ernst Schnbchler Ryan Wong President, Managing Director and CEO (New Zealand based); Independent non-executive Chairman (England based); Independent non-executive director (Toronto, Canada); Independent non-executive director (New Zealand based); Non-executive director (New Zealand based); Non-executive director (New Zealand based); Non-executive director (Switzerland based); and Non-executive director (Malaysia based). CAPITAL TRANSACTIONS AND SIGNIFICANT EVENTS CAPITAL TRANSACTIONS Chatham (NZ) has continued to raise additional equity capital totalling $2.3m in the 15 months to June 30, 2017. These funds are being applied to the preparatory work in reapplying for the marine consent for the Chatham Rise project. SIGNIFICANT EVENTS Apart from strong progress in preparing for the marine consent reapplication, the Company completed its reverse takeover merger with Antipodes Gold Limited on 24 February 2017 This resulted in Chatham Rock gaining a listing on the Toronto Venture Exchange (TSX.V Code "NZP"). Chatham Rock is now also quoted on the Frankfurt Exchange. The Company and Board of Directors has been strengthened by funding from new shareholders, who are now represented by a new director each (Mr Schnbchler and Mr Wong) who add further skill sets to the Board Significant Expenses of a Corporate Nature For the quarter ended June 30, 2017 the Group recorded a Net Loss before income taxes of $318,000 (2016: net loss of $228,000). Significant expense categories (apart from accumulated exploration write-offs and provisions) are discussed as per below: Note 2017 2016 86 1 103 7 1 w N 14 39 Expenditure General and administration Audit fees Legal fees Consulting fees Management fees Registry, Filing and Listing Travel and accommodation 57 74 89 13 9 1 21 7 Total 313 225 CORPORATE HISTORY AND NATURE OF THE BUSINESS Chatham Rock is incorporated under the Business Corporations Act (British Columbia) and listed on the Toronto Stock Exchange's Venture Exchange (TSX-V). The Company is also registered under the New Zealand Companies Act 1993 and listed on the New Zealand Stock Exchange's Alternative Market ("NZAX). A name change from Antipodes Gold Limited to Chatham Rock, in February 2017, was undertaken at the same time as a reverse takeover arrangement for the Company to acquire its main subsidiary. Chatham Rock Phosphate (NZ) Limited ("Chatham (NZ (which was incorporated in New Zealand under the Companies Act 1993 on April 27, 2004). Chatham (NZ)'s registered office and principal place of business is located at Level 1,93 The Terrace, Wellington 5011, New Zealand. Significant Intercorporate Relationships Chatham (NZ) is a junior mineral development company, focused on the development of a marine phosphorite deposit off the coast of New Zealand. It has not commenced mining operations or generated operating revenues to date. Chatham (NZ) holds a Mining Permit over an area off the coast of New Zealand with significant seabed deposits of rock phosphate and other potentially valuable minerals. In 2007, Chatham (NZ) and an associate applied for a prospecting license over an area covering a portion of a phosphorite deposit on the Chatham Rise, being historically an intensively investigated area of the Chatham Rise for potentially economic concentrations of rock phosphate. In 2010, Chatham (NZ) (as to 90%) and its associate (as to 10%) were jointly granted a prospecting licence, pursuant to the Crown Minerals Act 1991 of New Zealand, covering 4,726 [km] ^2 of the Chatham Rise. Following the prospecting licence being granted, Chatham (NZ) carried out significant background work as part of the licence requirements to further characterize the phosphorite resource and assess the potential environmental impacts of a possible mining operation in a marine environment Since acquiring the original prospecting licence in 2010. Chatham (NZ) has commissioned six cruises in two programs. The key objects of the cruises were to corroborate the previous work conducted on the Chatham Rise and to collect further geological, geotechnical, geophysical and environmental data. For phosphorite grade corroboration purposes, the M.V. Tranquil Image cruise collected 55 samples using a Van Veen grab. The RV. Dorado Discovery conducted four cruises out to the project area and collected 181 box core and grab samples as well as environmental data. The data collected by Chatham (NZ) allowed better delineation of the deposit. The more recent work by Chatham (NZ) on investigating this resource confirmed the general tenor of the phosphorite grades and location of phosphorite in the area, advanced work aimed at investigating the feasibility of mining the resource, and has provided valuable information to assess the environmental effects of the proposed mining operations. In early 2011, Chatham (NZ) commissioned independent studies for the design of a system to recover phosphorite from the Chatham Rise seabed from three of the largest dredging companies in the world. Boskalis Offshore Subsea Contracting B.V ("Boskalis) was one of the participants and was selected by Chatham (NZ) as its preferred technical partner for the Chatham Rise Proiect Rise Project. Chatham (NZ) divested some oil and gas related investments to its associate in exchange for it transferring its 10% interest in the prospecting license to Chatham (NZ), resulting in the project becoming wholly owned by Chatham (NZ). In September 2012. Chatham (NZ) applied for a Mining Permit in respect of a part of the area covered by the Continental Shelf Licence. As part of that application process and in anticipation of applying for the Marine Consent, Chatham (NZ) consulted with a range of stakeholders. This has included the local (Maori) Iwi, the Chatham Islands community, the Government, fishing groups and a range of environmental groups. The purpose of this consultation was to establish a relationship with these parties and to identify and resolve issues associated with the mining proposal. As a result, the Directors believe that the project is now well understood by a wide range of stakeholders and in turn Chatham (NZ) has a better understanding of the views and possible concerns of all parties whose interests are potentially affected by the project The Mining Permit was granted on December 6, 2013. In May 2014. Chatham (NZ) submitted to the (New Zealand) Environmental Protection Authority (EPA") a formal application for Marine Consents. The application was declined on February 11, 2015. Chatham (NZ) aims to pursue a re-submission of its Marine Consent application and has been raising equity capital in preparation for this task BOARD OF DIRECTORS Chris Castle President, Managing Director and CEO (New Zealand based): Robert Goodden Independent non-executive Chairman (England based): Robin Falconer Independent non-executive director (New Zealand based): Jill Hatchwell Non-Executive director (New Zealand based): Linda Sanders Non-executive director (New Zealand based): Emst Schnbchler Non-Executive director (Switzerland based); and Ryan Wong Non-Executive director (Malaysia based). Mr Justin Cochrane Independent non-executive director (Toronto, Canada) resigned December 22, 2017. CAPITAL TRANSACTIONS AND SIGNIFICANT EVENTS Capital Transactions Chatham (NZ) has continued to raise additional equity capital totalling $1.5m in the eighteen months to March 31, 2018. These funds are being applied to the preparatory work in reapplying for the marine consent for the Chatham Rise project. Significant Events Apart from strong progress in preparing for the marine consent reapplication, the Company completed its reverse takeover no CORPORATE HISTORY AND NATURE OF THE BUSINESS Chatham Rock is incorporated under the Business Corporations Act (British Columbia) and listed on the Toronto Stock Exchange's Venture Exchange ("TSX-V"). The Company is also registered under the New Zealand Companies Act 1993 and listed on the New Zealand Stock Exchange's Alternative Market ("NZAX"). A name change from Antipodes Gold Limited to Chatham Rock, in February 2017, was undertaken at the same time as a reverse takeover arrangement for the Company to acquire its main subsidiary, Chatham Rock Phosphate (NZ) Limited ("Chatham (NZ)") (which was incorporated in New Zealand under the Companies Act 1993 on April 27, 2004). Chatham (NZ)'s registered office and principal place of business is located at Level 1, 93 The Terrace, Wellington 6011, New Zealand. Significant Intercorporate Relationships Chatham Rock Phosphate Limited (Chatham Rock) Incorporated under the Business Corporations Act (British Columbia) 100% Manmar Investments 106 (Proprietary) Limited Incorporated under the laws of Nambia Chatham Rock Phosphate (NZ) Limited Incorporated under the New Zealand Companies Act 1993 100% Pacific Rare Earths Limited Incorporated under the New Zealand Companies Act 1993 Chatham (NZ) is a junior mineral development company, focused on the development of a marine phosphorite deposit off the coast of New Zealand. It has not commenced mining operations or generated operating revenues to date. Chatham (NZ) holds a Mining Permit over an area off the coast of New Zealand with significant seabed deposits of rock phosphate, rare earths and other potentially valuable minerals. In 2007, Chatham (NZ) and an associate applied for a prospecting license over an area covering a portion of a phosphorite deposit on the Chatham Rise, being historically an intensively investigated area of the Chatham Rise for potentially economic concentrations of rock phosphate. In 2010, Chatham (NZ) (as to 90%) and its associate (as to 10%) were jointly granted a prospecting licence, pursuant to the Crown Minerals Act 1991 of New Zealand, covering 4,726 km of the Chatham Rise. Following the prospecting licence being granted, Chatham (NZ) carried out significant background work as part of the licence requirements to further characterize the phosphorite resource and assess the potential environmental impacts of a possible mining operation in a marine environment. Since acquiring the original prospecting licence in 2010, Chatham (NZ) has commissioned six cruises in two programs. The key objects of the cruises were to corroborate the previous work conducted on the Chatham Rise and to collect further geological, geotechnical, geophysical and environmental data. For phosphorite grade corroboration purposes, the M.V. Tranquil Image cruise collected 55 samples using a Van Veen grab. The R.V. Dorado Discovery conducted four cruises out to the project area and collected 181 box core and grab samples as well as environmental data. The data collected by Chatham (NZ) allowed better delineation of the deposit. The more recent work by Chatham (NZ) on investigating this resource confirmed the general tenor of the phosphorite grades and location of phosphorite in the area, advanced work aimed at investigating the feasibility of mining the resource, and has provided valuable information to assess the environmental effects of the proposed mining operations. In early 2011, Chatham (NZ) commissioned independent studies for the design of a system to recover phosphorite from the Chatham Rise seabed from three of the largest dredging companies in the world. Boskalis Offshore Subsea Contracting B.V ("Boskalis") was one of the participants and was selected by Chatham (NZ) as its preferred technical partner for the Chatham Rise Project. Chatham (NZ) divested some oil and gas related investments to its associate in exchange for it transferring its 10% interest in the prospecting license to Chatham (NZ), resulting in the project becoming wholly owned by Chatham (NZ). In September 2012, Chatham (NZ) applied for a Mining Permit in respect of a part of the area covered by the Continental Shelf Licence. As part of that application process and in anticipation of applying for the Marine Consent, Chatham (NZ) consulted with a range of stakeholders. This has included the local (Maori) Iwi, the Chatham Islands community, the Government, fishing groups and a range of environmental groups. The purpose of this consultation was to establish a relationship with these parties and to identify and resolve issues associated with the mining proposal. As a result, the Directors believe that the project is now well understood by a wide range of stakeholders and in turn Chatham (NZ) has a better understanding of the views and possible concerns of all parties whose interests are potentially affected by the project. The Mining Permit was granted on December 6, 2013. In May 2014, Chatham (NZ) submitted to the (New Zealand) Environmental Protection Authority ("EPA") a formal application for Marine Consents. The application was declined on February 11, 2015. Chatham (NZ) aims to pursue a re-submission of its Marine Consent application and has been raising equity capital in preparation for this task. BOARD OF DIRECTORS Chris Castle Robert Goodden Jill Hatchwell Linda Sanders Ryan Wong President, Managing Director and CEO (New Zealand based); Independent non-executive Chairman (England based); Non-executive director (New Zealand based); Non-executive director (New Zealand based); and Non-executive director (Malaysia based). CAPITAL TRANSACTIONS AND SIGNIFICANT EVENTS Capital Transactions Chatham (NZ) has continued to raise additional equity capital totalling $2.64m in the twenty four months to March 31, 2019. These funds are being applied to the preparatory work in reapplying for the marine consent for the Chatham Rise project. Significant Events Apart from strong progress in preparing for the marine consent reapplication, the Company completed its reverse takeover merger with Antipodes Gold Limited on 24 February 2017 This resulted in Chatham Rock gaining a listing on the Toronto Venture Exchange (TSX. Code "NZP"). Chatham Rock is now also quoted on the Frankfurt Exchange. On September 5, 2018 Chatham Rock announced that it had recently formed a 100% owned subsidiary Pacific Rare Earths Limited. This company has been formed to project-manage a work programme aimed at quantifying the extent, value and recoverability of Rare Earths Elements (REE) and other potentially strategic or valuable minerals contained in the rock phosphate nodules on the Chatham Rise. In addition, the company will be investigating the existence and recovery potential of rare earths and other valuable minerals in seafloor muds on the Rise. In recent years, mineral project expenditures have been focussed on the marine consent application and reapplication. The Company records losses each quarter/year arising from the expensing of its general and administration expenses. Periodic (at least annual) reviews of capitalized exploration expenditures are undertaken and write-offs and provisions are expensed to the Consolidated Statement of Comprehensive Income Significant Expenses of a Corporate Nature For the six months ended September 30, 2019 the Group recorded a net loss before income taxes of $102,000 (2018: net loss of $288,000). Significant expense categories (apart from accumulated exploration write-offs and provisions) for the year are discussed below: Note 2019 2018 128 1 83 38 54 Expenditure General and administration Legal fees Consulting fees Registry, Filing and Listing Travel and accommodation Total 52 83 15 25 27 28 260 465 Note: 1. General and Administration costs includes management fees $62,000 (2018: $63,000), accounting services $9,000 (2018: $12,000), insurance $8,000 (2018: $7,000) and New Zealand office costs $17,000 (2018: $19,000). CORPORATE HISTORY AND NATURE OF THE BUSINESS Chatham Rock is incorporated under the Business Corporations Act (British Columbia) and listed on the Toronto Stock Exchange's Venture Exchange ("TSX-V"). The Company is also registered under the New Zealand Companies Act 1993 and listed on the New Zealand Stock Exchange's Alternative Market ("NZAX"). A name change from Antipodes Gold Limited to Chatham Rock, in February 2017, was undertaken at the same time as a reverse takeover arrangement for the Company to acquire its main subsidiary, Chatham Rock Phosphate (NZ) Limited ("Chatham (NZ)") (which was incorporated in New Zealand under the Companies Act 1993 on April 27, 2004). Chatham (NZ)'s registered office and principal place of business is located at Level 1, 93 The Terrace, Wellington 6011, New Zealand. Significant intercorporate Relationships Chatham Rock Phosphate Limited (Chatham Rock) Incorporated under the Business Corporations Act (British Columbia) 100% Manmar Investments 106 (Proprietary) Limited Chatham Rock Phosphate (NZ) Limited Incorporated under the laws Incorporated under the New Zealand of Namibia Companies Act 1993 Chatham (NZ) is a junior mineral exploration company, focused on the development and exploration of a marine phosphorite deposit off the coast of New Zealand. It has not commenced mining operations or generated operating revenues to date. Chatham (NZ) holds a Mining Permit over an area off the coast of New Zealand with significant seabed deposits of rock phosphate and other potentially valuable minerals. In 2007, Chatham (NZ) and an associate applied for a prospecting license over an area covering a portion of a phosphorite deposit on the Chatham Rise, being historically an intensively investigated area of the Chatham Rise for potentially economic concentrations of rock phosphate. In 2010, Chatham (NZ) (as to 90%) and its associate (as to 10%) were jointly granted a prospecting licence, pursuant to the Crown Minerals Act 1991 of New Zealand, covering 4,726 kmof the Chatham Rise. Following the prospecting licence being granted, Chatham (NZ) carried out significant background work as part of the licence requirements to further characterize the phosphorite resource and assess the potential environmental impacts of a possible mining operation in a marine environment. Since acquiring the original prospecting licence in 2010, Chatham (NZ) has commissioned six cruises in two programs. The key objects of the cruises were to corroborate the previous work conducted on the Chatham Rise and to collect further geological, geotechnical, geophysical and environmental data. For phosphorite grade corroboration purposes, the M.V. Tranquil Image cruise collected 55 samples using a Van Veen grab. The R.V. Dorado Discovery conducted four cruises out to the project area and collected 181 box core and grab samples as well as environmental data. The data collected by Chatham (NZ) allowed better delineation of the deposit. The more recent work by Chatham (NZ) on investigating this resource confirmed the general tenor of the phosphorite grades and location of phosphorite in the area, advanced work aimed at investigating the feasibility of mining the resource, and has provided valuable information to assess the environmental effects of the proposed mining operations. In early 2011, Chatham (NZ) commissioned independent studies for the design of a system to recover phosphorite from the Chatham Rise seabed from three of the largest dredging companies in the world. Boskalis Offshore Subsea Contracting B.V ("Boskalis") was one of the participants and was selected by Chatham (NZ) as its preferred technical partner for the Chatham Rise Project. Chatham (NZ) divested some oil and gas related investments to its associate in exchange for it transferring its 10% interest in the prospecting license to Chatham (NZ), resulting in the project becoming wholly owned by Chatham (NZ). In September 2012, Chatham (NZ) applied for a Mining Permit in respect of a part of the area covered by the Continental Shelf Licence. As part of that application process and in anticipation of applying for the Marine Consent, Chatham (NZ) consulted with a range of stakeholders. This has included the local (Maori) Iwi, the Chatham Islands community, the Government, fishing groups and a range of environmental groups. The purpose of this consultation was to establish a relationship with these parties and to identify and resolve issues associated with the mining proposal. As a result, the Directors believe that the project is now well understood by a wide range of stakeholders and in turn Chatham (NZ) has a better understanding of the views and possible concerns of all parties whose interests are potentially affected by the project. The Mining Permit was granted on December 6, 2013. In May 2014, Chatham (NZ) submitted to the (New Zealand) Environmental Protection Authority ("EPA") a formal application for Marine Consents. The application was declined on February 11, 2015. Chatham (NZ) aims to pursue a re-submission of its Marine Consent application and has been raising equity capital in preparation for this task. BOARD OF DIRECTORS Chris Castle Robert Gooden Justin Cochrane Robin Falconer Jill Hatchwell Linda Sanders Ernst Schnbchler Ryan Wong President, Managing Director and CEO (New Zealand based); Independent non-executive Chairman (England based); Independent non-executive director (Toronto, Canada); Independent non-executive director (New Zealand based); Non-executive director (New Zealand based); Non-executive director (New Zealand based); Non-executive director (Switzerland based); and Non-executive director (Malaysia based). CAPITAL TRANSACTIONS AND SIGNIFICANT EVENTS CAPITAL TRANSACTIONS Chatham (NZ) has continued to raise additional equity capital totalling $2.3m in the 15 months to June 30, 2017. These funds are being applied to the preparatory work in reapplying for the marine consent for the Chatham Rise project. SIGNIFICANT EVENTS Apart from strong progress in preparing for the marine consent reapplication, the Company completed its reverse takeover merger with Antipodes Gold Limited on 24 February 2017 This resulted in Chatham Rock gaining a listing on the Toronto Venture Exchange (TSX.V Code "NZP"). Chatham Rock is now also quoted on the Frankfurt Exchange. The Company and Board of Directors has been strengthened by funding from new shareholders, who are now represented by a new director each (Mr Schnbchler and Mr Wong) who add further skill sets to the Board Significant Expenses of a Corporate Nature For the quarter ended June 30, 2017 the Group recorded a Net Loss before income taxes of $318,000 (2016: net loss of $228,000). Significant expense categories (apart from accumulated exploration write-offs and provisions) are discussed as per below: Note 2017 2016 86 1 103 7 1 w N 14 39 Expenditure General and administration Audit fees Legal fees Consulting fees Management fees Registry, Filing and Listing Travel and accommodation 57 74 89 13 9 1 21 7 Total 313 225 CORPORATE HISTORY AND NATURE OF THE BUSINESS Chatham Rock is incorporated under the Business Corporations Act (British Columbia) and listed on the Toronto Stock Exchange's Venture Exchange (TSX-V). The Company is also registered under the New Zealand Companies Act 1993 and listed on the New Zealand Stock Exchange's Alternative Market ("NZAX). A name change from Antipodes Gold Limited to Chatham Rock, in February 2017, was undertaken at the same time as a reverse takeover arrangement for the Company to acquire its main subsidiary. Chatham Rock Phosphate (NZ) Limited ("Chatham (NZ (which was incorporated in New Zealand under the Companies Act 1993 on April 27, 2004). Chatham (NZ)'s registered office and principal place of business is located at Level 1,93 The Terrace, Wellington 5011, New Zealand. Significant Intercorporate Relationships Chatham (NZ) is a junior mineral development company, focused on the development of a marine phosphorite deposit off the coast of New Zealand. It has not commenced mining operations or generated operating revenues to date. Chatham (NZ) holds a Mining Permit over an area off the coast of New Zealand with significant seabed deposits of rock phosphate and other potentially valuable minerals. In 2007, Chatham (NZ) and an associate applied for a prospecting license over an area covering a portion of a phosphorite deposit on the Chatham Rise, being historically an intensively investigated area of the Chatham Rise for potentially economic concentrations of rock phosphate. In 2010, Chatham (NZ) (as to 90%) and its associate (as to 10%) were jointly granted a prospecting licence, pursuant to the Crown Minerals Act 1991 of New Zealand, covering 4,726 [km] ^2 of the Chatham Rise. Following the prospecting licence being granted, Chatham (NZ) carried out significant background work as part of the licence requirements to further characterize the phosphorite resource and assess the potential environmental impacts of a possible mining operation in a marine environment Since acquiring the original prospecting licence in 2010. Chatham (NZ) has commissioned six cruises in two programs. The key objects of the cruises were to corroborate the previous work conducted on the Chatham Rise and to collect further geological, geotechnical, geophysical and environmental data. For phosphorite grade corroboration purposes, the M.V. Tranquil Image cruise collected 55 samples using a Van Veen grab. The RV. Dorado Discovery conducted four cruises out to the project area and collected 181 box core and grab samples as well as environmental data. The data collected by Chatham (NZ) allowed better delineation of the deposit. The more recent work by Chatham (NZ) on investigating this resource confirmed the general tenor of the phosphorite grades and location of phosphorite in the area, advanced work aimed at investigating the feasibility of mining the resource, and has provided valuable information to assess the environmental effects of the proposed mining operations. In early 2011, Chatham (NZ) commissioned independent studies for the design of a system to recover phosphorite from the Chatham Rise seabed from three of the largest dredging companies in the world. Boskalis Offshore Subsea Contracting B.V ("Boskalis) was one of the participants and was selected by Chatham (NZ) as its preferred technical partner for the Chatham Rise Proiect Rise Project. Chatham (NZ) divested some oil and gas related investments to its associate in exchange for it transferring its 10% interest in the prospecting license to Chatham (NZ), resulting in the project becoming wholly owned by Chatham (NZ). In September 2012. Chatham (NZ) applied for a Mining Permit in respect of a part of the area covered by the Continental Shelf Licence. As part of that application process and in anticipation of applying for the Marine Consent, Chatham (NZ) consulted with a range of stakeholders. This has included the local (Maori) Iwi, the Chatham Islands community, the Government, fishing groups and a range of environmental groups. The purpose of this consultation was to establish a relationship with these parties and to identify and resolve issues associated with the mining proposal. As a result, the Directors believe that the project is now well understood by a wide range of stakeholders and in turn Chatham (NZ) has a better understanding of the views and possible concerns of all parties whose interests are potentially affected by the project The Mining Permit was granted on December 6, 2013. In May 2014. Chatham (NZ) submitted to the (New Zealand) Environmental Protection Authority (EPA") a formal application for Marine Consents. The application was declined on February 11, 2015. Chatham (NZ) aims to pursue a re-submission of its Marine Consent application and has been raising equity capital in preparation for this task BOARD OF DIRECTORS Chris Castle President, Managing Director and CEO (New Zealand based): Robert Goodden Independent non-executive Chairman (England based): Robin Falconer Independent non-executive director (New Zealand based): Jill Hatchwell Non-Executive director (New Zealand based): Linda Sanders Non-executive director (New Zealand based): Emst Schnbchler Non-Executive director (Switzerland based); and Ryan Wong Non-Executive director (Malaysia based). Mr Justin Cochrane Independent non-executive director (Toronto, Canada) resigned December 22, 2017. CAPITAL TRANSACTIONS AND SIGNIFICANT EVENTS Capital Transactions Chatham (NZ) has continued to raise additional equity capital totalling $1.5m in the eighteen months to March 31, 2018. These funds are being applied to the preparatory work in reapplying for the marine consent for the Chatham Rise project. Significant Events Apart from strong progress in preparing for the marine consent reapplication, the Company completed its reverse takeover no CORPORATE HISTORY AND NATURE OF THE BUSINESS Chatham Rock is incorporated under the Business Corporations Act (British Columbia) and listed on the Toronto Stock Exchange's Venture Exchange ("TSX-V"). The Company is also registered under the New Zealand Companies Act 1993 and listed on the New Zealand Stock Exchange's Alternative Market ("NZAX"). A name change from Antipodes Gold Limited to Chatham Rock, in February 2017, was undertaken at the same time as a reverse takeover arrangement for the Company to acquire its main subsidiary, Chatham Rock Phosphate (NZ) Limited ("Chatham (NZ)") (which was incorporated in New Zealand under the Companies Act 1993 on April 27, 2004). Chatham (NZ)'s registered office and principal place of business is located at Level 1, 93 The Terrace, Wellington 6011, New Zealand. Significant Intercorporate Relationships Chatham Rock Phosphate Limited (Chatham Rock) Incorporated under the Business Corporations Act (British Columbia) 100% Manmar Investments 106 (Proprietary) Limited Incorporated under the laws of Nambia Chatham Rock Phosphate (NZ) Limited Incorporated under the New Zealand Companies Act 1993 100% Pacific Rare Earths Limited Incorporated under the New Zealand Companies Act 1993 Chatham (NZ) is a junior mineral development company, focused on the development of a marine phosphorite deposit off the coast of New Zealand. It has not commenced mining operations or generated operating revenues to date. Chatham (NZ) holds a Mining Permit over an area off the coast of New Zealand with significant seabed deposits of rock phosphate, rare earths and other potentially valuable minerals. In 2007, Chatham (NZ) and an associate applied for a prospecting license over an area covering a portion of a phosphorite deposit on the Chatham Rise, being historically an intensively investigated area of the Chatham Rise for potentially economic concentrations of rock phosphate. In 2010, Chatham (NZ) (as to 90%) and its associate (as to 10%) were jointly granted a prospecting licence, pursuant to the Crown Minerals Act 1991 of New Zealand, covering 4,726 km of the Chatham Rise. Following the prospecting licence being granted, Chatham (NZ) carried out significant background work as part of the licence requirements to further characterize the phosphorite resource and assess the potential environmental impacts of a possible mining operation in a marine environment. Since acquiring the original prospecting licence in 2010, Chatham (NZ) has commissioned six cruises in two programs. The key objects of the cruises were to corroborate the previous work conducted on the Chatham Rise and to collect further geological, geotechnical, geophysical and environmental data. For phosphorite grade corroboration purposes, the M.V. Tranquil Image cruise collected 55 samples using a Van Veen grab. The R.V. Dorado Discovery conducted four cruises out to the project area and collected 181 box core and grab samples as well as environmental data. The data collected by Chatham (NZ) allowed better delineation of the deposit. The more recent work by Chatham (NZ) on investigating this resource confirmed the general tenor of the phosphorite grades and location of phosphorite in the area, advanced work aimed at investigating the feasibility of mining the resource, and has provided valuable information to assess the environmental effects of the proposed mining operations. In early 2011, Chatham (NZ) commissioned independent studies for the design of a system to recover phosphorite from the Chatham Rise seabed from three of the largest dredging companies in the world. Boskalis Offshore Subsea Contracting B.V ("Boskalis") was one of the participants and was selected by Chatham (NZ) as its preferred technical partner for the Chatham Rise Project. Chatham (NZ) divested some oil and gas related investments to its associate in exchange for it transferring its 10% interest in the prospecting license to Chatham (NZ), resulting in the project becoming wholly owned by Chatham (NZ). In September 2012, Chatham (NZ) applied for a Mining Permit in respect of a part of the area covered by the Continental Shelf Licence. As part of that application process and in anticipation of applying for the Marine Consent, Chatham (NZ) consulted with a range of stakeholders. This has included the local (Maori) Iwi, the Chatham Islands community, the Government, fishing groups and a range of environmental groups. The purpose of this consultation was to establish a relationship with these parties and to identify and resolve issues associated with the mining proposal. As a result, the Directors believe that the project is now well understood by a wide range of stakeholders and in turn Chatham (NZ) has a better understanding of the views and possible concerns of all parties whose interests are potentially affected by the project. The Mining Permit was granted on December 6, 2013. In May 2014, Chatham (NZ) submitted to the (New Zealand) Environmental Protection Authority ("EPA") a formal application for Marine Consents. The application was declined on February 11, 2015. Chatham (NZ) aims to pursue a re-submission of its Marine Consent application and has been raising equity capital in preparation for this task. BOARD OF DIRECTORS Chris Castle Robert Goodden Jill Hatchwell Linda Sanders Ryan Wong President, Managing Director and CEO (New Zealand based); Independent non-executive Chairman (England based); Non-executive director (New Zealand based); Non-executive director (New Zealand based); and Non-executive director (Malaysia based). CAPITAL TRANSACTIONS AND SIGNIFICANT EVENTS Capital Transactions Chatham (NZ) has continued to raise additional equity capital totalling $2.64m in the twenty four months to March 31, 2019. These funds are being applied to the preparatory work in reapplying for the marine consent for the Chatham Rise project. Significant Events Apart from strong progress in preparing for the marine consent reapplication, the Company completed its reverse takeover merger with Antipodes Gold Limited on 24 February 2017 This resulted in Chatham Rock gaining a listing on the Toronto Venture Exchange (TSX. Code "NZP"). Chatham Rock is now also quoted on the Frankfurt Exchange. On September 5, 2018 Chatham Rock announced that it had recently formed a 100% owned subsidiary Pacific Rare Earths Limited. This company has been formed to project-manage a work programme aimed at quantifying the extent, value and recoverability of Rare Earths Elements (REE) and other potentially strategic or valuable minerals contained in the rock phosphate nodules on the Chatham Rise. In addition, the company will be investigating the existence and recovery potential of rare earths and other valuable minerals in seafloor muds on the Rise. In recent years, mineral project expenditures have been focussed on the marine consent application and reapplication. The Company records losses each quarter/year arising from the expensing of its general and administration expenses. Periodic (at least annual) reviews of capitalized exploration expenditures are undertaken and write-offs and provisions are expensed to the Consolidated Statement of Comprehensive Income Significant Expenses of a Corporate Nature For the six months ended September 30, 2019 the Group recorded a net loss before income taxes of $102,000 (2018: net loss of $288,000). Significant expense categories (apart from accumulated exploration write-offs and provisions) for the year are discussed below: Note 2019 2018 128 1 83 38 54 Expenditure General and administration Legal fees Consulting fees Registry, Filing and Listing Travel and accommodation Total 52 83 15 25 27 28 260 465 Note: 1. General and Administration costs includes management fees $62,000 (2018: $63,000), accounting services $9,000 (2018: $12,000), insurance $8,000 (2018: $7,000) and New Zealand office costs $17,000 (2018: $19,000)