Analysis and Certifications by the Chief Executive Officer and Chief Financial Officer (collectively the “Required Filings”). Under National Instrument 51-102 (“NI 51-102”) of
NOTICE OF DEFAULT
Vancouver, British Columbia. May 30, 2016. Bell Copper Corporation (the “Issuer”) has been delayed in filing its audited annual financial statements (the “Statements”) for its financial year ended December 31, 2015 and the related Management’s Discussion and Analysis and Certifications by the Chief Executive Officer and Chief Financial Officer (collectively the “Required Filings”). Under National Instrument 51-102 (“NI 51-102”) of the Canadian Securities Administrators, the Required Filings should have been made not later than April 29, 2016.
The Issuer therefore applied to the British Columbia Securities Commission (the “Principal Regulator”), the Alberta Securities Commission and the Authorite des marches financiers de Quebec pursuant to Part 4 of National Policy 12-203 (“NP 12- 203”) for a Management Cease Trade Order (“MCTO”) as an alternative to a general Cease Trade Order (“CTO”) in connection with the pending late filing (the “Default”) of the Required Filings. In the event that the MCTO is granted, it will remain in effect until the Default is remedied. The issuance of a management cease trade order generally does not affect the ability of persons who have not been directors, officers or insiders of the Company to trade in their securities.
The Company has been unable to complete the required filings due to a lack of capital to complete its audit. As a result, the Company requires additional time to raise sufficient capital to complete its annual financial statements, MD&A and audit. The Company has engaged an auditor to remedy the Default and it is anticipated that the audited annual financial statements with accompanying MD&A and Officer Certificates as at and for the year ended December 31, 2015 will be filed on SEDAR within the next sixty (60) calendar days.
The Company confirms that it will satisfy the provisions of the alternative information guidelines under NP 12-203 by issuing bi-weekly default status reports in the form of news releases for so long as it remains in default of the filing requirements described above.
The Company has not taken any steps towards any insolvency proceeding and the Company confirms that there is no material information relating to its affairs that has not been generally disclosed.
In the last few weeks progress has been made in reaching potential investors to raise the capital required to complete the audit.
The MCTO prohibits trading in securities of the Issuer, whether direct or indirect, by:
(a) the Issuer’s Chief Executive Officer;
(b) the Issuer’s Chief Financial Officer; and
(c) the members of the board of directors of the Issuer or other persons or companies who had, or may have had, access directly or indirectly to any material fact or material change with respect to the Issuer that has not been generally disclosed.
Should the Issuer fail to make its Required Filings on or before June 29, 2016, the Principal Regulator can impose a cease trade order that all trading in securities of the Issuer cease for such period of time as the Principal Regulator may deem appropriate.
ON BEHALF OF THE BOARD OF DIRECTORS
s/ “Tim Marsh”
Tim Marsh, President and Chief Executive Officer
For further information please contact the Company
Tel: 480.570.7077
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.