A British Columbia Securities Commission panel has found that three former directors of a public company perpetrated a fraud against the company when they used its funds to buy shares in the company for themselves, and kept wrongfully issued shares for themselves and then sold them.

In February 2005, Giuliano Angelo Tamburrino, Andrew Gordon Walker, and Dale Michael Paulson caused Panterra Resource Corp., an Alberta corporation listed on the TSX Venture Exchange, to transfer $86,381 to Walker’s law firm trust account. They used the funds to purchase Panterra shares from other shareholders of the company. At the time, they were all Panterra directors and were its directing mind and management. Tamburrino was a resident of Alberta, and Walker and Paulson were B.C. residents.

The commission panel rejected their contention that the funds were a loan, noting that there was no promissory note, loan agreement or any other evidence that it was a loan.

In March and April that year, Tamburrino, Panterra’s president at the time, caused the company to issue finder’s fee shares to himself through another company, in contravention of TSX-V policy.

Later, Walker and Paulson found out about Tamburrino’s receiving the finder’s fee shares. However, instead of returning the shares to Panterra for cancellation and making a clean breast of things with the TSX-V, they, along with Tamburrino, sold the finder’s fee shares through an offshore intermediary with the intention of keeping the profits for themselves.

“The respondents started down a road with the intention of protecting the interests of Panterra investors…After that, things went seriously awry, as our findings show,” the panel said. “There are no doubt countless ways for directors of public companies to demonstrate reprehensible behaviour. This is a deplorable example. It is exactly the kind of conduct that brings the reputation of venture markets into disrepute.”

In addition to the fraud findings, the panel also found that Tamburrino, Walker, and Paulson authorized, permitted, or acquiesced to Panterra’s filing of false and misleading financial statements.

The panel directed the parties to make submissions on sanctions according to the schedule set out in the findings.

IE