The British Columbia Securities Commission (BCSC) has granted a protective order to its Ontario counterpart to extend non-monetary sanctions it levied last year against a B.C. man who misled his role in a company and U.S. regulators.
Granting the protective order to the Ontario Securities Commission (OSC) was in the public interest, said the BCSC.
The case revolves around Matthew John Hamilton who, in 2018, was found by the BCSC to have created and operated a corporation in a way that concealed his involvement and presented a misleading impression as to the ownership of the corporation. The regulator also found that Hamilton provided misleading information to U.S. securities regulators and in the end found his conduct “abusive to the capital markets.”
Concealed his involvement
Hamilton’s misconduct took place from early 2010 to early 2012. Hamilton, who lived in Vancouver, had never been registered under the BCSC but in early 2010, incorporated Guru Health Inc. (Guru Health) through a Nevada agent in a manner that concealed his involvement in the company from the agent.
Although subscription agreements for Guru Health were signed by individuals from Alberta, Hamilton admitted that none of the purported shareholders paid any money for their Guru Health shares. Hamilton confirmed that he used his own money and made deposits into the Guru Health bank account in amounts equal to some of the purported subscription amounts to create the appearance that the purported shareholders had paid for their shares.
In September 2011, Guru Health obtained sponsorship to get a ticker symbol to have its shares quoted for trading on the OTC Bulletin Board.
Sells company and receives payment
In early 2012, Hamilton asked another individual to find a buyer for Guru Health. $190,000 US was wired to Hamilton as the purchase price for the company and $30,000 US was wired to the other individual as a finder’s fee.
In addition to this, the BCSC said he provided false records and other misleading information to get the ticker symbol and sold control of a public company without public disclosure.
Hamilton’s conduct “abusive” to capital markets
The BCSC concluded that Hamilton’s conduct was “egregious and abusive to the capital markets” and that it was in the public interest to make orders against him.
“His conduct demonstrated an intention to obfuscate and deceive investors, gatekeepers and securities regulatory authorities and bore the hallmarks of serious fraudulent schemes,” said the BCSC.
The BCSC ruled Hamilton had to resign any positions that he holds as a director or officer of any issuer or registrant, and that Hamilton not trade in any securities or derivatives until April 3, 2026, except for his own RRSP, TFSA and RESP accounts, He is also prohibited from becoming or acting as a director or officer of any issuer or registrant until April 3, 2026.
