The Alberta Securities Commission (ASC) has settled with a former mining company executive over his responsibility for the company raising funds with deficient disclosure.
The ASC announced that it has settled with former Rogers Gold Corp. president, Brian Kirkham, concerning allegations of illegal distributions and misrepresentations by the company in the offering memoranda (OM) used to sell securities.
Under the settlement agreement, Kirkham is to pay $25,000 to the ASC, including $5,000 in costs, and agreed not to trade securities, or act as a director and officer of any issuer, for seven years. He also admits that the OM used by Rogers Gold contained material omissions that could prevent a prospective investor from making an informed investment decision.
Specifically, it says, that the OM failed to disclose the key terms of agreements between the company and various related companies; included a non-compliant technical report; and failed to disclose the involvement of a director who had prior run-ins with regulators.
The deal also indicates that Kirkham was unaware of the inaccuracies in the OM and believed the document was compliant with securities laws. It says that he was largely uninvolved in the preparation of the disclosure, and that he relied extensively on the apparent expertise of, and submitted to the authority of, professionals hired by the firm to prepare the OMs.
Moreover, it notes that he had no prior experience as a director or officer of a public company, and that he derived no financial benefit from his involvement with the firm — while he was paid $52,000 by the company, he also loaned it approximately $92,000, which is unlikely to be repaid.