2010 BCSECCOM 612

1. Royal Crown Ventures Group Ltd. (RCV) was incorporated in British Columbia on March 26, 2007 and had an office in Vancouver, BC. RCV was not a reporting issuer and was not registered in any capacity under the Act.

2. Thomas Joseph Sears (Sears) is a resident of British Columbia. He is the founder, president and a listed director and officer of RCV. He has never been registered in any capacity under the Act. Sears was the controlling mind of RCV.

3. From June 2007 to September 2008, RCV raised approximately $1,890,500 by distributing its shares to 95 investors, including 56 residents of British Columbia (the Investors).

4. In distributing its shares, RCV purported to rely on the Accredited Investor and the Family, Friends, and Business Associates exemptions from the prospectus and registration requirements of the Act. Eighty-six investors, who invested $1,365,500, did not qualify for these exemptions.

5. By trading and distributing securities without being registered or having filed a prospectus, RCV and Sears contravened sections 34 and 61 of the Act.

6. Sears as the president, officer and director of RCV authorized, permitted or acquiesced in RCV’s contraventions of sections 34 and 61 of the Act and, therefore, he also contravened the same provisions under section 168.2 of the Act.

7. Sears directed RCV to represent itself on its website and in conversations with Investors as a private mining company that owned mining rights to a historic iron ore mine in Bancroft, Ontario (the Iron Ore Property).

8. Sears and sales agents instructed by him made the following statements to Investors through the RCV website, e-mails and video presentations:

(a) RCV was in possession of a large stockpile of iron ore ready to be shipped to market (the Stockpile).

(b) RCV shares would be listed on a stock exchange or publicly traded within a short period of time.

(c) RCV would provide Investors returns of 37.5% for year 1, 227% for year 2 and 417% for year 3.

9. RCV and Sears knew or ought to have known that these statements were misrepresentations because:

(a) RCV had entered into a mining option agreement, under which RCV would acquire the mining rights to the Iron Ore Property and the Stockpile only upon making certain payments. RCV never made the required payments, and never acquired the mining rights to the Iron Ore Property or the Stockpile.

(b) RCV had made no attempts to list on any exchange.

(c) The investment returns that RCV posted on its website and e-mailed to investors were impossible to achieve.

10. In making the above misrepresentations, RCV and Sears acted contrary to section 50(1)(d) of the Act.

11. Sears as the president, officer and director of RCV authorized, permitted or acquiesced in RCV’s contraventions of section 50(1)(d) of the Act, and, therefore, he also contravened the same provision under section 168.2 of the Act.

12. Sears employed several sales agents at RCV. Sears provided them with telephones, a list of prospective investors and a script about RCV, and instructed them to make phone calls to solicit funds for RCV. Several investors were solicited by cold calls to their personal residences.

13. By telephoning from inside British Columbia to residences inside or outside British Columbia for the purpose of trading in RCV securities, RCV and Sears contravened section 49 of the Act.

14. Sears as the president, officer and director of RCV authorized, permitted or acquiesced in RCV’s contraventions of section 49 of the Act, and, therefore, he also contravened the same provision under section 168.2 of the Act.