2012 BCSECCOM 470

Order

Aaron Ross

Securities Act, RSBC 1996, c. 418

1. under section 161(1)(a)of the Act, that Ross comply fully with the Act, the Securities Rules, and any applicable regulations;

2. under section 161(1)(d)(v) of the Act, Ross is prohibited from engaging in investor relations activities for a period of 2 years from the date of the Order.

Paul C. Bourque

Agreed Statement of Facts
Background
1. Aguila American Gold Limited (Aguila) is a British Columbia mining company with shares trading on the TSX venture exchange.

2. Ross is a resident of British Columbia.  During the relevant period, Ross worked in corporate communications for Aguila.  

3. Ross has never been registered under the Act.

Misconduct
4. On February 18, 2011, Aguila issued a news release disclosing drill results on a property in Peru.  The news release included disclaimers regarding the quality and grade of the resource.

5. In February, 2011, Ross, while engaging in investor relations activities for Aguila, made calls and sent emails to over 130 potential investors identified on a list.

6. A Commission employee was named among the individuals identified on the list as potential investors.  He was, in fact, an investigator in the Corporate Finance Division.

7. On February 17, 2011, the day before the issuance of the news release, Ross telephoned the investigator and spoke to him.  During that conversation, Ross made the following promotional statements about Aguila:

(a) Aguila would be releasing a news release regarding drill results at the close of market that day or early the next morning that would show “high tonnage” with “2 [to] 16 grams/tonne”;

(b) Aguila should go to “2 to 3 bucks” at the current market value of gold; and

(c) that they were “looking at 2 million ounces” of gold.

8. Those statements were materially misleading because:

(a) Ross omitted to provide the disclaimer found in the news release that the drilling results were only conceptual in nature and there was insufficient evidence to say that gold would be found;

(b) The share price projection was unrealistic given that the information in the News Release was old information taken from a five year old Technical Report; and

(c) Ross’s statement that they were “looking at 2 million ounces” was not found in either the Technical Report or the news release.

9. Ross acknowledges that, while making statements on behalf of the issuer, he disclosed estimates of grade, quantity, and metal content that are not classified as a mineral resource or mineral reserve, contrary to section 2.3(1) of NI 43-101.

10. Ross acknowledges that, while engaging in investor relations, he made statements that he ought to have known were misrepresentations, contrary to section 50(1)(d) of the Act.

Mitigating Factors
11. Ross has no prior regulatory history with the Commission.

12. Ross has taken the Public Companies: Financing, Government and Compliance course through Simon Fraser University Continuing Studies.

Public Interest
13. It is in the public interest that the Executive Director issue orders under section 161 of the Act.

Undertaking
14. Ross undertakes to pay $2,500 to the Commission in respect of settlement of this matter, which sum is due and payable immediately without further demand.

1. under section 161(1)(a)of the Act, that Ross comply fully with the Act, the Securities Rules, and any applicable regulations;

2. under section 161(1)(d)(v) of the Act, Ross is prohibited from engaging in investor relations activities for a period of 2 years from the date of the Order.
Consent to Regulatory Orders

Waiver

Counterpart

Aaron Ross

H. Roderick Anderson___________    )
Witness Signature                                 )
H. Roderick Anderson___________    )
Witness Name (please print)                 )
3200 Vancouver Centre__________   )
650 W. Georgia Street                         )
Vancouver, B.C.  V6B 4P7_______    )
Address                                               )
Barrister & Solicitor_____________    )
Occupation                                           )

Paul C. Bourque