In a settlement agreement with the B.C. Securities Commission, Leonard George Ralph has admitted that he illegally sold securities in Independent Academies Canada, which purchased the Sage Hills property in Royston in 2006.
A development proposal combining sports, educational, wellness and residential components in one complex never came into fruition.
In 2009, foreclosure proceedings were commenced against the Sage Hills property. With federal funds, the Province of B.C. purchased the property. The Supreme Court of B.C. approved the deal in September 2012. The land will be included in the final settlement package in K’ómoks First Nation treaty negotiations, according to the Province.
A director and officer of IAC, Ralph has never been registered to sell securities in B.C.
The agreement states that between August 2002 and July 2011, IAC distributed securities to finance the development to at least 150 investors for proceeds of $7.3 million.
Relating to at least 122 investors who spent nearly $6 million, IAC filed 36 exempt distribution reports purporting to rely primarily on the Family, Friends and Business Associates exemption from prospectus requirements. In reality, only $1.94 million from 15 investors qualified for the exemption.
Ralph introduced seven investors to IAC for a total of $223,183, all of which fell under the FFBA exemptions. Other IAC directors represented to Ralph that all 135 investors fell under the exemptions.
Ralph acknowledged that he failed in his responsibilities as a director and authorized, permitted or acquiesced in IAC’s illegal distribution of $5.36 million of IAC securities, thereby breaching securities laws.
He has agreed to pay $40,000 to the BCSC. He is also banned for 10 years from becoming or acting as a director or officer of any issuer or registrant, and may not act in a management or consultative capacity in the securities market. He is also prohibited, for the same period, from purchasing or trading in securities (with limited exceptions), or from engaging in investor relations activities.
The agreement notes that Ralph invested about $200,000 of his own and his family’s funds in IAC, and lost his entire investment.