Key points
- The private placement, announced Jan. 26, 2024, sold 4,623,155 units at seven cents per unit.
- Four subscribers were insiders of the company, taking a combined 1,609,619 units.
- The insider portion totaled $112,673 in gross proceeds.
- The insider subscriptions are related party transactions under MI 61-101, exempted from formal valuation and minority approval under sections 5.5(a) and 5.7(1)(a) because their fair market value does not exceed 25 per cent of the company’s market capitalization.
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.
