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News Release

Securities Commission Releases Prime Resources Findings

  • Date:

    1990-11-16
  • Number:

    90/11/16

The British Columbia Securities Commission today released its findings in the matter of Prime Resources Corporation, Calpine Resources Inc., Murray Pezim, John Ivany and Lawrence Page.

The Commission's key findings were as follows:

1.Prime and Calpine failed to make disclosure of drilling results on Calpine's Eskay Creek property that were material changes in the affairs of Prime and Calpine before they granted or repriced options in July and August 1989.
2.Calpine failed to disclose, on a timely basis, the fact that Prime was the purchaser of a two million unit private placement announced by Calpine in July 1989. Calpine also misled the Vancouver Stock Exchange by failing to disclose the purchaser of the private placement and by falsely representing that the private placement was to be brokered by Prime Equities.
3.Prime failed to make timely disclosure of a default by Canarim Investment Corporation (now L.O.M. Western Securities Ltd.), under a guaranteed agency agreement, in respect of one million units of a five million unit public offering by Prime in September 1989.
Messrs. Pezim, Page and Ivany were directors and senior management of Prime and Calpine, and had responsibility for ensuring compliance with securities regulatory requirements.

The Commission found no fraudulent intent on the part of the respondents, and did not find that Messrs. Pezim, Page or Ivany had knowledge of any undisclosed material changes when they engaged in the securities transactions.

The evidence showed that Messrs. Pezim, Page and Ivany established a system, described as a "Chinese Wall", to prevent the communication of undisclosed assay information in the possession of Prime Explorations Ltd. to anyone else in the Prime Group of companies, including themselves.

The Commission found that Prime and Calpine had an obligation under securities regulatory requirements to make timely disclosure of material changes in their affairs and, in particular, ought to have made disclosure of certain drilling results prior to granting or repricing options. The "Chinese Wall" did not relieve Prime and Calpine from this obligation. As a result of isolating themselves from undisclosed assay information, Messrs. Pezim, Page and Ivany failed to carry out their duties to ensure that Prime and Calpine complied with securities regulatory requirements.

The findings were based on evidence presented and arguments made at a public hearing that lasted six weeks in July, August and September, 1990. The hearing was initiated by the Superintendent of Brokers to review allegations that he made concerning the conduct of the respondents.

The Commission has asked the Superintendent and the respondents to present arguments as to the terms of orders to be made by the Commission under sections 144 and 154.2 of the Securities Act against Prime and Messrs. Pezim, Page and Ivany, based on the findings released today.

Copies of the Commission's findings (78 pages) may be obtained in person at 1200 - 865 Hornby St., Vancouver. [Note: The findings are also available on the BCSD database.]