Chatham Rock Phosphate Ltd. anticipates a delay in the filing of the financial statements required pursuant to Part 4 of National Instrument 51-102, continuous disclosure obligations, as a result of the completion by the company of the acquisition of Chatham Rock Phosphate (NZ) Ltd. (Chatham NZ), pursuant to a takeover offer under the (New Zealand) takeover code. The takeover of Chatham NZ was completed on Feb. 24, 2017.
The delay is due to the company’s recent focus having been on the completion of the Chatham NZ takeover and preparing for a change of its financial year-end to March 31, which coincides with Chatham NZ’s financial year-end. Further information with respect to the company’s change of year-end and filing requirements for the first year following the completion of the Chatham NZ takeover is contained in the company’s notice of change in corporate structure filed pursuant to the instrument and available for review under the company’s profile on SEDAR.
The instrument requires that the company’s audited financial statements and MD&A (management discussion and analysis) for the fiscal year ended Dec. 31, 2016, be filed by May 1, 2017. The Dec. 31, 2016, fiscal year predates the completion of the Chatham NZ takeover. During this year, the company (under its former name, Antipodes Gold Ltd.) was an inactive shell and its efforts were focused on completion of the Chatham NZ takeover. The company and its auditor are in the process of completing the associated audit work to complete these audited financial statements.
The instrument also requires that the company prepare and file interim comparative financial statements of Chatham NZ for the periods ended June 30, 2016, Sept. 30, 2016, and Dec. 31, 2016. Chatham NZ was a publicly listed company in New Zealand prior to its acquisition by the company, and, under applicable New Zealand laws, it was only required to prepare annual and semi-annual financial statements. Accordingly, quarterly financial statements for three-month and nine-month periods were not historically prepared and filed. The company is in the process of preparing and completing these additional interim financial statements in accordance with the requirements of the instrument.
The company expects that both the audited financial statements and MD&A for the year ended Dec. 31, 2016, and the 2016 interim comparative financial statements of Chatham NZ, will be completed and filed on or before May 30, 2017.
In connection with the anticipated delays in making the required filings within the time periods mandated by the instrument, the company has made an application under National Policy 12-203, cease trade orders, to the British Columbia Securities Commission, as principal regulator for the company, requesting that a management cease trade order (MCTO) be issued. If granted, the MCTO will restrict all trading by the company’s chief executive officer and chief financial officer in securities of the company, whether direct or indirect. The issuance of the MCTO will not affect the ability of persons who are not directors, officers or insiders of the company to trade their securities. The MCTO will remain in effect until the required filings are filed, or until it is revoked or varied.
The company confirms that it intends to satisfy the provisions of the alternative information guidelines described in NP 12-203 by issuing biweekly default status reports in the form of a news release for so long as it remains in default of the requirement to make the required filings. The company has not taken any steps toward any insolvency proceeding, and the company has no material information relating to its affairs that has not been generally disclosed.
