News Release

Vancouver – In two separate settlements, two B.C. residents and their companies have collectively agreed to pay a total of $110,000 to the BC Securities Commission (BCSC) for unregistered activity and illegally distributing securities in connection with a B.C.-based cannabis company.

Spencer Reid Coulter is the sole director of Vancouver-based Bullseye Consulting Inc., and Nigel Alexander Horsley is the sole director of Grand Lodge Capital Inc., based in Garden Bay, B.C. In 2018 and 2019, Coulter, Bullseye, Horsley and Grand Lodge were retained by RoccaVerde Wellness Corporation to solicit and refer potential investors. Over that period, Coulter and Bullseye referred 43 investors to the cannabis company, generating proceeds of approximately $576,000, while Horsley and Grand Lodge referred 32 investors for proceeds of almost $800,000.

Persons who are in the business of trading in securities must be registered under B.C.’s Securities Act.  The two men and their companies triggered the requirement to register in several ways, including by contacting potential investors, acting as an intermediary between RoccaVerde and the investors, and receiving compensation for their work. By engaging in the business of trading in securities without being registered, they violated the Act.

Some of the investors that Coulter, Bullseye, Horsley and Grand Lodge referred to RoccaVerde did not meet the requirements to be an accredited investor. As a result, the distribution of securities to those investors was illegal because RoccaVerde did not file a prospectus – a formal document providing details of an investment – and did not have an exemption from the prospectus requirement. Coulter and Bullseye admitted to illegal distributions of $123,000, while Horsley and Grand Lodge admitted to illegal distributions of $5500.

In addition to a financial payment of $45,000, Horsley is temporarily restricted from trading securities and engaging in promotional activities for nine months. Coulter must pay $65,000 and is subject to the same restrictions as Horsley.

Horsley and Coulter cooperated with staff throughout the investigation, voluntarily registered for a course on public companies and expressed remorse for their misconduct. They also invested their own money in RoccaVerde, and lost all of their investments.

About the BC Securities Commission (bcsc.bc.ca)

The BC Securities Commission, an independent provincial government agency, strives to make the investment market benefit the public. We set rules, monitor compliance by industry, take action against misconduct, and provide guidance to investors and industry. As guardians of B.C.’s investment market, we’re committed to maintaining a market that is honest, fair, competitive and dynamic, enabling British Columbians to thrive.  

Media Contact:
Elise Palmer
604-899-6830

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

Learn how to protect yourself and become a more informed investor at www.investright.org