News Release

BCSC settles illegal distribution case involving nominee director

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Vancouver – The British Columbia Securities Commission (BCSC) has reached a settlement agreement with a B.C. man who was involved in a company that was illegally selling its shares.

George Lay was a nominee director of Verico FS Capital Inc. (FS Capital), a B.C.-based company that raised $5.38 million from 35 investors between 2014 and 2017.

All of the shares were sold without a prospectus, a formal document that explains the details of an investment and the risks involved. None of the investors qualified for an exemption from the prospectus requirements under the Securities Act.

Lay admitted that he participated in FS Capital’s fundraising, including opening bank accounts and signing loan agreements between the company and investors. By doing so, he allowed FS Capital to illegally distribute securities.

As part of the settlement, Lay has agreed to pay $30,000 to the BCSC and take a course on the duties and responsibilities of corporate officers and directors.

He is also prohibited for three years from:   

  • trading in or purchasing securities or exchange contracts (with some limited exceptions)  
  • relying on any exemption under the Securities Act
  • being a director or officer of any issuer or registrant  
  • being or acting as a registrant or promoter  
  • acting in a management or consultative capacity in connection with the securities market 
  • and engaging in investor relations activities 

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

Media Contact:
Elise Palmer  

Public inquiries:
604-899-6854 or 1-800-373-6393 (toll free)

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