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News Release

B.C. resident agrees to pay $5,000 for illegally distributing securities

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Vancouver – In a settlement agreement with the British Columbia Securities Commission (BCSC), Gary B. Thompson and Lowprofile Ventures Ltd. have admitted that they illegally distributed securities. Thompson, a B.C. resident, is the sole officer and director of Lowprofile.

The agreement states that between December 2008 to June 2013, Lowprofile and Thompson distributed securities to 64 investors for proceeds of approximately $485,000. Lowprofile is a private B.C. company that conducts mineral exploration activities near Houston, B.C.

Lowprofile did not file a prospectus, but rather claimed to sell the securities under the Family, Friends and Business Associates (FFBA) exemption from prospectus requirements. However, although Thompson was acquainted with each of the investors at the time of their investment, he did not have the close personal relationship with the investors that is required to qualify for the FFBA exemption. Consequently, each distribution breached securities laws regarding the requirement to file a prospectus.

For his misconduct, Thompson undertakes to pay $5,000 to the BCSC, and he has agreed to a three year ban from acting as an officer or a director of any issuer except Lowprofile. He has also agreed to successfully complete courses on the duties and responsibilities of corporate officers and directors, and on the requirements of National Instrument 43-101 Standards of Disclosure for Mineral Projects within one year. He must provide the Executive Director with evidence that he has successfully completed both courses.

The agreement notes that Thompson and Lowprofile cooperated with BCSC staff in reaching the settlement agreement.

You may view the settlement agreement on our website by typing Gary B. Thompson, Lowprofile Ventures Ltd., or 2015 BCSECCOM 41 in the search box. Information regarding disciplinary proceedings can be found in the Enforcement section of the BCSC website.

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

About the British Columbia Securities Commission

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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Richard Gilhooley, Media Relations

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