Background

Kate Manderly is a winemaker who is the sole director and shareholder of Cross Key Wines Pty Ltd. The company operates a vineyard in Gippsland with fifteen employees. The company has $800 000 in assets, wine-making equipment and a twenty year lease over the vineyard. Cross Key white wines have become very popular with the drinking public.

Kate recently expanded the offering to include red wines. In order to make this happen, Kate purchased a second vineyard in the Coonawarra region of South Australia. Ten experienced investors invested $500 000 each in return for:

a) 5% equity each;

b) guaranteed dividends until each investor's stake is returned (after a period of 5 years). The investors then intend to remain as shareholders, although dividends will no longer be guaranteed; and

c) Security over the entire property and shares of the company under the Personal Property Securities Register (PPSR)

The prospectus contains the following words: "Funds raised will be principally utilised to purchase land in the Coonawarra Region of South Australia, and winemaking equipment."

The capital raising has now been finalised and the security registered on the PPSR in the name of 'The Investment Group'.

Question: The Administrator has discovered that Cross Key purchased the vineyard in King Valley Victoria, rather than South Australia. Did Cross Key breach any disclosure obligations under Chapter 6D of the Corporations Act?