BCSC settles with pair over unregistered activity

A couple of corporate directors and their companies have been sanctioned in settlements with the British Columbia Securities Commission (BCSC) for illegally distributing securities in a cannabis company and breaching registration requirements.

The BCSC settled with two B.C. residents and their companies — none of whom were registered — in connection with their efforts to raise capital for RoccaVerde Wellness Corp. in 2018 and 2019, without proper registration, a prospectus or an exemption.

According to the settlements, Spencer Reid Coulter and his company, Bullseye Consulting Inc., and Nigel Alexander Horsley and his firm, Grand Lodge Capital Inc., were retained to find and refer potential investors to the company. Allegedly, Coulter and Bullseye referred 43 investors to the company, generating proceeds of approximately $576,000, and Horsley and Grand Lodge referred 32 investors, raising almost $800,000.

In doing so, they breached registration requirements. And, as some of the investors didn’t qualify as accredited investors, and the company hadn’t filed a prospectus and didn’t have an exemption, the distribution of securities to those investors was illegal, the regulator alleged.

In separate settlements, both men agreed to nine-month trading bans, Coulter and Bullseye agreed to pay $65,000, and Horsley and Grand Lodge agreed to pay $45,000 to resolve the allegations.

The BCSC noted that “Horsley and Coulter cooperated with staff throughout the investigation, voluntarily registered for a course on public companies and expressed remorse for their misconduct” — and, it said that they also invested in RoccaVerde and lost all of their investments.

James Langton

James is a senior reporter for Advisor.ca and its sister publication, Investment Executive. He has been reporting on regulation, securities law, industry news and more since 1994.