News Release

Vancouver - A British Columbia Securities Commission (BCSC) panel has found a Vancouver man's conduct with respect to creating a publicly trading shell company was abusive to B.C.'s capital markets.

The BCSC panel found that it is in the public interest to make orders against Matthew John Hamilton, a resident of Vancouver, for his deception of securities regulators, capital markets gatekeepers, and the public about the true ownership and control of Guru Health Inc., a company that traded on the OTC Bulletin Board (OTCBB) in the United States. The panel also dismissed allegations against his co-respondent, Braeden William Sinclair Lichti (a.k.a. Braeden Sinclair), also a Vancouver resident.

"Hamilton's conduct was so egregious and raises such concern for the investing public and the integrity of our capital markets that it was clearly abusive," the panel said in its findings.

Hamilton concealed his control over Guru Health when he created the company by installing nominee directors and officers. He went on to impersonate Guru Health's CEO when conducting the company's business affairs, and failed to disclose his involvement with the company when he arranged the filing of its registration statement with a U.S. regulator, and subsequently, the BCSC.

Furthermore, Hamilton worked to create the illusion of independent shareholders in order to obtain a listing on the OTCBB. When applying for the listing, Hamilton did not disclose to the Financial Industry Regulatory Authority, or the sponsoring firm, that he and Lichti had actually provided the funds and purchased the shareholders' shares.

After obtaining the listing, Hamilton earned US $190,000 when he sold Guru Health without public disclosure. Lichti received US $30,000 in connection with acting as a finder for the sale.

The panel dismissed the BCSC executive director's allegations against Lichti, stating, "…we do not dismiss the idea that those who aid and abet a principal actor in misconduct may be subject to public interest orders. However, the aiding and abetting must be linked to the misconduct that raises public interest concerns."  In this case, the panel did not find that Lichti was connected to the various acts of deception linked to Guru Health.

The panel directed the parties to make submissions on sanctions according to the schedule set out in the findings.

You may view the findings decision on our website, www.bcsc.bc.ca, by typing Matthew John Hamilton, Braeden William Sinclair Lichti or 2018 BCSECCOM 290 in the search box. Information about disciplinary proceedings can be found in the Enforcement section of the BCSC website.

Please visit the Canadian Securities Administrators' (CSA) Disciplined List for information relating to persons and companies disciplined by provincial securities regulators, the Investment Industry Regulatory Organization of Canada (IIROC) and the Mutual Fund Dealers Association of Canada (MFDA).

About the British Columbia Securities Commission (www.bcsc.bc.ca)

The British Columbia Securities Commission is the independent provincial government agency responsible for regulating capital markets in British Columbia through the administration of the Securities Act. Our mission is to protect and promote the public interest by fostering:

• A securities market that is fair and warrants public confidence
• A dynamic and competitive securities industry that provides investment opportunities and access to capital

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Media Contact:
Ken Gracey
604-899-6577

Public inquiries:
604-899-6854 or 1-800-373-6393 (toll free)
inquiries@bcsc.bc.ca

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