D. Bjorkman, for the appellant; R.S. Fleming, for the respondent.

¶ 2     The applicants also apply to vary the Commission's order of 19 July 1993 freezing the assets of Keywest Resources Ltd. to allow the release of $100,000.00.  This application was not addressed in counsel's oral submissions.

¶ 3     Finally, the applicants apply to stay the Commission's order made under s.144(1)(d) of the Securities Act on condition that the individual appellants act as directors of the corporate appellant only to the extent necessary to keep Keywest in good standing with the Registrar of Companies and to instruct counsel on behalf of Keywest in connection with the intended appeal.

¶ 4     The Commission's decision of 4 April 1995 is a 30-page opinion rendered by a unanimous three-member panel after a seven-day hearing, including six days of evidence.  The Commission made many findings of fact explained in the detailed reasons, including findings of credibility adverse to the appellant, Roeder.  The Commission concluded that Keywest, by its officers, issued news releases and a quarterly report that were false and misleading, and that it failed to disclose material facts or changes in its affairs.  It concluded that Roeder was primarily responsible for these deficiencies, and that he was in breach of his statutory duties as a director. It also concluded that the other three directors were in breach of their duties.

¶ 5     It then pronounced the following orders:

We order

1.		under section 144(1)(c) of the Act, that the exemptions described in sections 30 to 32, 55, 58, 80 and 81 of the Act do not apply to Roeder for a period of 17 years from the date of this order;
2.		under section 144(1)(d) of the Act, that Roeder is prohibited from becoming or acting as a director or an officer of any reporting issuer for a period of 17 years from the date of this order;
3.		under section 154.2 of the Act, that Roeder pay prescribed fees or charges for the costs of or related to the hearing incurred by the Commission and the Superintendent, the amount to be determined following further submissions from the parties.

	Thompson and Stang have a lesser responsibility but must be held accountable for failing to carry out their duties as directors of Keywest.  We consider it to be in the public interest to remove Thompson and Stang from participating in reporting issuers for a significant period.
	We order

1.		under section 144(1)(d) of the Act, that each of Thompson and Stang is prohibited from becoming or acting as a director or an officer of any reporting issuer for a period of 3 years from the date of this order;
2.		under section 154.2 of the Act, that Thompson and Stang pay prescribed fees or charges for the costs of or related to the hearing incurred by the Commission and the Superintendent, the amount to be determined following further submissions from the parties.

	Buchanan similarly failed to carry out his duties as a director of Keywest.  He also contravened insider reporting requirements.  We consider it to be in the public interest to removed Buchanan from participating in the market and in reporting issuers for a significant period.
	We order

1.		Under section 144(1)(c) of the Act, that the exemptions described in sections 30 to 32, 55, 58, 80 and 81 of the Act do not apply to Buchanan for a period of 3 years from the date of this order;
2.		Under section 144(1)(d) of the Act, that Buchanan is prohibited from becoming or acting as a director or an officer of any reporting issuer for a period of 3 years from the date of this order;
3.		under s.154.2 of the Act, that Buchanan pay prescribed fees or charges for the costs of or related to the hearing incurred by the Commission and the Superintendent, the amount to be determined following further submissions from the parties.

	Keywest has been subject to a temporary cease trading order since July 19, 1993.  Based on the evidence we have heard in this hearing, it would not be in the public interest to permit trading in Keywest's securities until a new prospectus has been filed.  There is also further evidence related to Keywest's affairs to be heard in the Pinchin proceedings.  Commission staff submit that the cease trading order (and the freeze order made by the Vice Chair of the Commission) should remain in effect until after the Commission has heard and decided the Pinchin matter.  We agree with this submission.
	We order, under section 144(1)(b) of the Act, that all persons cease trading in the securities of Keywest until the Commission orders otherwise.

¶ 7     The applicants have raised six issues on the leave application which they say are deserving of the Court's consideration.  Those six issues are:

1.		Whether in applying the standard of care of a reasonably prudent person the Commission erred in its interpretation of the Company Act.
2.		Whether the directors of Keywest Resources Ltd. (the "Company"), the personal appellants, were reasonably prudent as the directors of a publicly traded company to rely on the expertise of persons employed by the company in their area of expertise.
3.		Whether the directors of the Company, the personal appellants, were reasonably prudent in relying on the expectation that a solicitor acting as stakeholder of the control block of shares in the Company would properly interpret the terms of the stakeholding agreement and act according to that interpretation.
4.		Whether the directors of the Company were reasonably prudent in relying on the advice given by the solicitor of the Company as to the legal propriety of certain actions.
5.		Whether the Commission erred in inferring from the facts found that the appellant, John Roeder, breached his duty to act honestly and in good faith and in best interests of the Company.
6.		Whether the penalties imposed are disproportionate to the actual or potential harm to the public interest.

¶ 9     The first issue raised by the appellant is that the protection of the public interest in respect of acts of directors of companies is within the exclusive purview of the registrar of companies.  There is nothing in the Company Act or in the common law to support this proposition.  The Commission's duty is to do what it did in this case, namely review the conduct of the directors of a publicly listed company as market participants.

¶ 10     The next three issues raised by the appellants relate to whether they were entitled to rely on legal advice or on other expert advice in reaching their decisions.  The appellants take the position that it was reasonably prudent for them to rely on such advice.  However, the Commission made findings of fact to the contrary.  It found that Roeder did not rely on expert advisors, and instead that his conduct was planned and deliberate.  With respect to the other directors, Thompson, Stang and Buchanan, the Commission found that Thompson and Stang exercised no independent judgment, but acted only as nominees for Roeder, and that Buchanan was, at a minimum, negligent.  These are clearly findings of fact that fall squarely within the ambit of the Commission's expertise. They are findings of a sort that a reviewing court should not interfere with.

¶ 11     With respect to the appellants' duty as directors, the Commission concluded:

Although directors may place reasonable reliance on others, blind reliance on another director or counsel is no excuse for dereliction of this duty.

¶ 12     The fifth issue raised by the appellants relates to whether the Commission could infer from the evidence that Roeder breached his duty to act honestly, in good faith, and in the best interests of the company.  The Commission, as I have said, heard evidence over a six-day period.  Mr. Roeder was examined and cross-examined.  Having heard all of the evidence, the Commission rejected Roeder's testimony.  This question was an issue of fact for the expert Commission presiding at the hearing.  The Commission's conclusion on this point was well within its expertise and jurisdiction.

¶ 13     In any event, the Commission's finding that Roeder breached his duty to act honestly and in good faith as well as the Commission's findings that all of the appellants failed in their duties as directors were unnecessary to the disposition made by the Commission.  Those findings were not prerequisites for the orders made under s.144(1) of the Securities Act.  The orders are amply supported by the primary findings of fact made by the Commission.

¶ 14     Finally, the appellants argue that the orders made are disproportionate to the impugned conduct found by the Commission.  The Commission found as a fact that Roeder issued a prospectus and raised funds on the public markets for a project which was uncertain at best.  It found that he then deliberately set out to lose the only assets of the company so that he could sell his control block of shares for considerable personal gain.  He did this in the face of a clear prior warning from the Vancouver Stock Exchange that such conduct was unacceptable.

¶ 15     This Court should not disturb the Commission's orders unless the Commission has made some error in principle in exercising its discretion or has exercised its discretion in a capricious or a vexatious manner.  In the context of the clear and well-supported findings of fact made by the Commission, the orders it issued were entirely appropriate. There has been no suggestion of any error in principle or misuse of the Commission's discretion.  All of the issues sought to be raised by the appellants fall within the expertise and jurisdiction of the Commission.

¶ 16     In my view, there is no prospect whatsoever of this appeal succeeding.  I would therefore dismiss the application for leave to appeal.

¶ 17     It is unnecessary to deal with the other applications.

¶ 18     The Commission will have its costs of the application.

FINCH J.A.