BCSC settles illegal distribution case involving nominee director

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PRN | 10 months ago

VANCOUVER: The British Columbia Securities Commission (BCSC) has reached a settlement agreement with a B.C. man who was involved in a company that was illegally selling its shares.

George Lay was a nominee director of Verico FS Capital Inc. (FS Capital), a B.C.-based company that raised $5.38 million from 35 investors between 2014 and 2017.

All of the shares were sold without a prospectus, a formal document that explains the details of an investment and the risks involved. None of the investors qualified for an exemption from the prospectus requirements under the Securities Act.

Lay admitted that he participated in FS Capital's fundraising, including opening bank accounts and signing loan agreements between the company and investors. By doing so, he allowed FS Capital to illegally distribute securities.

As part of the settlement, Lay has agreed to pay $30,000 to the BCSC and take a course on the duties and responsibilities of corporate officers and directors.

He is also prohibited for three years from

trading in or purchasing securities or exchange contracts (with some limited exceptions)
relying on any exemption under the Securities Act
being a director or officer of any issuer or registrant
being or acting as a registrant or promoter
acting in a management or consultative capacity in connection with the securities market
and engaging in investor relations activities