2 men and their companies penalized $110K for violating B.C. Securities Act

A sign at the B.C. Securities Commission office in downtown Vancouver is seen on Dec. 28, 2024. (CTV News)

B.C.’s financial markets regulator has settled its cases against two men who engaged in unregistered activity and illegal distribution of securities.

The B.C. Securities Commission announced the settlements – reached with Spencer Reid Coulter and his company Bullseye Consulting Inc., and with Nigel Alexander Horsley and his company Grand Lodge Capital Inc. – in a news release Tuesday.

Each man admitted to violations of the provincial Securities Act that stemmed from work they did on behalf of a company called RoccaVerde Wellness Corporation.

RoccaVerde, a cannabis company, retained both Bullseye and Grand Lodge to solicit and refer potential investors to it.

According to the settlement documents, Coulter and Bullseye “referred a total of 43 investors to RoccaVerde, resulting in 47 distributions of securities in RoccaVerde for proceeds of $576,184,” while Horsley and Grand Lodge “referred a total of 32 investors to RoccaVerde, resulting in 35 distributions of RoccaVerde securities for proceeds of $799,200.”

“Persons who are in the business of trading in securities must be registered under B.C.’s Securities Act," the BCSC said in its release.

“The two men and their companies triggered the requirement to register in several ways, including by contacting potential investors, acting as an intermediary between RoccaVerde and the investors, and receiving compensation for their work.”

Engaging in these activities without being registered violated the act, according to the settlements.

The men and their companies also facilitated the illegal distribution of securities by referring investors who were not accredited to RoccaVerde.

The cannabis company had specifically asked the contractors to find and refer accredited investors, who are exempt from the Securities Act‘s requirement that issuers of securities file a prospectus.

Coulter and Bullseye referred 13 investors to RoccaVerde who were not accredited, according to the settlement agreement. Those investors paid $123,100 to the cannabis company, in total.

Two of the investors referred by Horsley and Grand Lodge were not accredited, and they invested a total of $5,500.

Both settlements note that “the investors lost all of their money.”

Both Coulter and Horsley co-operated with the regulator, expressed remorse for their conduct and voluntarily registered for “a public companies training course” to improve their knowledge, according to the settlements.

The two men also invested their own personal money in RoccaVerde and lost it, the documents indicate.

Each man agreed to pay the BCSC, jointly with his own company, to settle the matter.

Coulter and Bullseye agreed to pay $65,000, while Horsley and Grand Lodge agreed to pay $45,000.

Both men will be banned from the financial markets for nine months, though Coulter’s ban could go on longer if he fails to make his payment, according to his settlement agreement.

Coulter and Horsley are not the first people to settle with the BCSC over Securities Act violations related to RoccaVerde.

Last month, former Vancouver Canucks owner Arthur Griffiths – who was RoccaVerde’s CEO in 2019 when it sold its shares without a prospectus – agreed to pay the regulator $30,000 for his role in allowing the violations to occur.

And in June, former RoccaVerde director Christine Mah agreed to a $5,000 penalty and a six-year ban from the financial markets in a settlement with the BCSC.