News Release

Vancouver -- Barclay Las Vegas Limited Partnership violated the Securities Act by selling securities in the partnership without being registered and without filing a prospectus, a British Columbia Securities Commission panel has ruled.

The commission found that Barclay, Cloverleaf Management Ltd. (Barclay’s general partner), Regis Capital Corporation (the promoter of the offering), Andrew Gabor (president, chief executive officer and a director of Cloverleaf, as well as president, secretary and the sole director or Regis) and Adrien Goetz (secretary, chief financial officer and a director of Cloverleaf, as well as a vice president of Regis) all contravened the Act.

They purported to sell the securities under an exemption from requirements that they be registered and that they provide a prospectus – a document which describes in detail the characteristics of the security being sold. The exemptions permit sales to "sophisticated purchasers" provided that an offering memorandum is provided to the purchasers and that the cost of the securities is $25,000 or greater.

The Barclay securities were sold with an offering memorandum at a cost of $25,000, $10,000 in cash and $15,000 by way of promissory note. The investment was designed so that the investor would have a reasonable expectation that the investment would generate sufficient profits before the due date of the promissory note to satisfy the obligation under the note.

The commission found that the exemption could not be used for the Barclay securities for two reasons. First, the offering memorandum provided to some of the purchasers contained untrue statements of material facts relating to the financial health of the investment. Second, in the view of the commission, the investment did not meet the $25,000 cost requirement.

"The exemptions in sections 89(b) and 128(b) of the Rules are designed to identify investors that have sufficient sophistication that they do not require either the advice provided by a registrant or the civil remedies provided by a prospectus," the panel said in its decision.

"One of the tests for identifying such investors is that they meet the definition of "sophisticated purchaser" set out in the Rules. Another test is that they are prepared to pay at least $25,000 for the investment. This amount should lead investors to ensure that they obtain adequate information and, if necessary, appropriate advice before deciding that they are prepared to accept the risks of the investment.

"We are concerned that if investors do not anticipate actually having to pay this amount out of their own pockets, they will be less cautious in making their investment decisions."

The panel will consider submissions from the parties before issuing orders in this matter.

The B.C. Securities Commission is the independent provincial government agency responsible for regulating trading in securities and exchange contracts in the province. A copy of the decision can be found on the commission’s Internet Web site (www.bcsc.bc.ca) or by contacting Communications Manager Michael Bernard at 899-6500 or 1-800-373-6393.