Staff of the Ontario Securities Commission alleged that the respondents engaged in unregistered trading and an illegal distribution of MRS Sciences Inc. shares, relying improperly on the accredited investor exemption.
The Commission found that the respondents failed to exercise reasonable diligence to ensure investors qualified as accredited investors, and in some cases knew they did not.
The Commission concluded that the respondents breached the registration and prospectus requirements of the Securities Act.
Allegations of prohibited undertakings regarding future value, prohibited representations regarding future listing, and manipulative trading were dismissed due to insufficient evidence.
The individual respondents, as directors or de facto directors, were deemed to have authorized, permitted, or acquiesced in the corporate breaches.