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News Release

B.C. Securities Commission Imposes Significant Penalties in Mindoro Decision

  • Date:

    1997-02-14
  • Number:

    97/04

Released: February 11, 1997  Contact: Ron Messent or Barbara Barry 660-4800 or (BC only) 1-800-373-6393

Vancouver -- The British Columbia Securities Commission has imposed significant penalties against Mindoro Corporation, Ronald Victor Markham, Dr. John Berry and Ronald Conn in a decision related to the illegal distribution of Mindoro and La Paloma Resources Inc. shares from 1990 through 1994.

In a decision following a June 1996 hearing, the Commission found that Markham was the master mind of the illegal distribution of Mindoro shares and that he had fraudulently appropriated funds from Mindoro's treasury. The Commission imposed on Markham a life-time trading ban, a permanent prohibition from being a director or an officer of any company, and the maximum administrative penalty of $100,000. A permanent cease-trade order against Mindoro, and any other company controlled by Mindoro or Markham, was also imposed, along with an additional $100,000 administrative penalty against Mindoro.

Dr. Berry, another director of Mindoro, faces the same prohibitions as Markham for 10 years and was ordered to pay an administrative penalty of $35,000. Conn, registered as a mutual fund sales person at the time of his participation in the illegal distribution of Mindoro and La Paloma shares, was ordered to pay a $50,000 administrative penalty and was prohibited from participating in the public markets for 15 years.

In its decision, the Commission said the exact extent of investor losses is unknown although it appears to be in the several millions.

In considering the conduct of Markham, Berry and Conn the Commission said:

Markham "perpetrated an outrageous fraud on Mindoro and the residents of British Columbia who invested in Mindoro. In our view he was the ultimate con man who knew that high income or instant profits are always too good to resist and the fear of missing out can always be relied upon to override any fear of losing all. We found that he deliberately violated the most fundamental provisions of the Act, all with a view to defraud Mindoro and its shareholders.... Markham was, and still is, contemptuous of the regulatory regime and the public it serves to protect."

Berry became an officer and director of convenience because Markham needed another signature. The Commission stated that such conduct will simply not be tolerated. "Every officer and director of a company, in exercising his powers and performing his functions, is obliged to act honestly and in good faith and in the best interests of the company and to exercise the care, diligence and skill of a reasonably prudent person. Berry failed completely to meet this standard."

Conn, although misled by Markham, was a registrant, and an experienced mutual funds salesman and he had an obligation to prevent the very type of activity in which he participated. In addition to participating in the illegal distribution of Mindoro shares, Conn induced clients to invest in Mindoro with repeated representations as to Mindoro's future value and listing on an exchange in contravention of the Securities Act. His success in doing so brought him over US $393,000 in sales commissions. Once he realized the Mindoro distribution had gone sour, Conn proceeded to initiate another illegal distribution in La Paloma shares in a desperate attempt to recoup his clients' investment in Mindoro. In doing so he again breached the Act and abused a statutory exemption.

The British Columbia Securities Commission is the independent provincial government agency responsible for regulation of securities and exchange contracts in the province.

The 34 page decision will soon be available on the Commission's website (http:www.bcsc.bc.ca). It may also be obtained in person at 1100 - 865 Hornby Street, Vancouver, British Columbia.