Atacama Resources International Inc (ACRL)

[Tiresias]

An opinion based upon the requirements of securities law.

Rule 405 under the Securities Act defined the term “material” as follows: “[W]hen used to qualify a requirement for the furnishing of information as to any subject, [materiality] limits the information required to those matters to which an average prudent investor ought reasonably to be informed before purchasing the stock....


So the argument would be made the company knew it had no plans to renew the expiring claims and should have informed shareholders and prospective shareholders (the public) at the time the decision was made informing them of that decision. A purchaser buying shares of the company based on their disclosure prior to the filing where this is stated could argue the company omitted that fact from their continuous disclosure obligation and if the purchaser had known those claims previously promoted by the company in their Executive Summary no longer were valid, they may then have opted not to buy.

Therefor the test for omission of fact can be made.