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Former company chief executive and director settles with commission

  • Date:

    2005-03-23

  • Number:

    2005/20

Vancouver – The British Columbia Securities Commission has settled with a former officer and director of a TSX Venture Exchange-listed company for failing to properly disclose company payments for investor relations activities to a firm he owned.

Daniel Brennan Matthews cannot be a director or officer of any issuer nor can he engage in any investor relations activities for at least five years. He has also agreed to pay the BCSC $25,000.

In the settlement with the BCSC, Matthews admitted that he breached securities laws when he allowed Jalna Resources Ltd. to file inaccurate and inconsistent financial statements that were misleading about investor relations services for the company. Matthews was the public company’s chief executive officer, president or a director during the period when Jalna failed to properly disclose details about an agreement for investor relations services that Jalna had with Incite Marketing Group Inc., a private company owned by Matthews.

In March 2000, Matthews directed Jalna to advance $350,000 (U.S.) to Incite for investors relations services. Jalna did not publicly disclose this agreement or file details of it with the TSX Venture Exchange as required. Jalna did not file a material change report with the BCSC describing the agreement as required under securities laws.

Neither Jalna nor Matthews disclosed that the agreement was a non arms-length transaction and there was no written, signed contract detailing the nature or the specific activities that Incite was to provide Jalna. Matthews, as an officer or director of Jalna, was responsible for the company breaching securities laws and stock exchange regulations.

Matthews resigned as Jalna’s CEO and president on April 20, 2000, and as a director on Feb. 26, 2001.

The B.C. Securities Commission is an independent provincial government agency responsible for regulating trading in securities within the province. You may view the settlement on our website www.bcsc.bc.ca by typing in the search box, Daniel Brennan Matthews or 2005 BCSECCOM 169. If you have questions, contact Andrew Poon, Media Relations, 604-899-6880.