Key points
- The company applied to provincial securities commissions under National Policy 12-203 for cease trade relief.
- Audited financial statements and MD&A for the year ended Dec. 31, 2016, were due May 1, 2017, under National Instrument 51-102.
- Chatham Rock Phosphate completed its takeover of Chatham NZ under the New Zealand Takeovers Code on Feb. 24, 2017.
- The management cease trade order, received May 2, 2017, restricts CEO Chris Castle and CFO Robyn Hamilton but not other shareholders.
Chatham Rock Phosphate Ltd., further to the press release dated April 26, 2017, has made an application to the provincial securities commissions under National Policy 12-203, cease trade orders, regarding the delay in filing of the company’s audited financial statements and management’s discussion and analysis (MD&A) for the year ended Dec. 31, 2016, and the 2016 interim comparative financial statements of Chatham Rock Phosphate (NZ) Ltd. as a result of the completion by the company of the acquisition of Chatham NZ pursuant to a takeover offer under the (New Zealand) Takeovers Code. The takeover of Chatham NZ was completed on Feb. 24, 2017.
National Instrument 51-102, continuous disclosure obligations, requires that the company’s audited financial statements and MD&A 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.
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 retrospectively requested additional interim financial statements in accordance with the requirements of the instrument.
On May 2, 2017, the company received the requested management cease trade order (MCTO) in respect of the late filing. The MCTO does not affect the ability of other shareholders of the company to trade their securities; however, Chris Castle, the president and chief executive officer of the company, and Robyn Hamilton, the chief financial officer of the company, will not be able to trade the company’s shares until the MCTO is removed. However, neither Mr. Castle nor Ms. Hamilton are contemplating the sale of any shares of the company.
With respect to the default status report under NP 12-203 and the press release dated April 26, 2017, the company reports that there have not been any material changes to the information contained therein nor any failure by the company to fulfill its intentions as stated therein, and there are no additional defaults or anticipated defaults subsequent to such announcement. Further, the company has no material information relating to its affairs that has not been generally disclosed.
