Welcome To the WIN!!! St. Elias Mines HUB On AGORACOM
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Message: Letter sent to OSC many other places
Dear Sir or Madam,
I request, not only as an investor of St Elias Mines Ltd (SLI-V ), but as an investor in the Canadian markets, that an investigation be launched immediately into why the TSX Compliance Department and IIROC are not enforcing rules and policies, specifically in the SLI-V investors case, and immediate relief for concerned SLI shareholders be implimented and/or conditioned.
I request, not only as an investor of St Elias Mines Ltd (SLI-V ), but as an investor in the Canadian markets, that an investigation be launched immediately into why the TSX Compliance Department and IIROC are not enforcing rules and policies, specifically in the SLI-V investors case, and immediate relief for concerned SLI shareholders be implimented and/or conditioned.
To date, by the said regulators being apparently dysfunctional in the SLI shareholders case, the Exchange is breaking the Recognition Order (RO) and NI 21-101 of a Market Place operator. We have issues that fall under timely disclosure, these issues have been brought to IIROC,s attention many times, only to be told that its not IIROC,s jurisdiction (see note 1), which seems false, whereas it states that IIROC is still the Regulation Service Provider for the Exchange as per the TSX Timely Disclosure Policy. There have been important trading irregularities submitted to IIROC at least 3 times over as many years, which must fall under their jurisdiction, with no reply nor apparent reprimands. We have brought these same concerns plus Corporate Governance concerns, before the TSX and ASC as well, over approximately a two year period.
There also exists a file with the Minister of Finance, re; 2013FIN384048, initiated in Jan 2013, in which the Finance Minster at that time, the late Honorable Jim Flaherty, obviously recognized the jeopardy involved with this case in relation to the integrity of the Markets.
Also, the TSX is aiding in entrenching management by ignoring a request by shareholders to impliment a majority voting policy (MVP). Because of the unique nature of this case, where the last 2 Annual General Meetings (AGM,s) have seen the current BOD receiving approximately 5%- 9% of the votes, while the "withhold" atmosphere is indicating that over 90% of the voting shareholders dissent current management, they could easily exercise their (TSX) ability to act in unique situations. By the Exchange and regulators allowing current management to remain intact, they are aiding and abetting current management in exploiting shareholders and running this company into bankruptcy, which may result in total losses for investors.
Furthermore, I ask for your immediate intervention into this matter in the name of protecting investors and upholding integrity within the Exchange that you are responsible for regulating. I also request that you launch an immediate investigation into the main regulators of the TSX Venture Exchange, the ASC and the BCSC, I understand they also fall under your jurisdiction whereas they are two of the regulators for the Venture, the Venture being a business of TMX of which an MOU holds the OSC as an overseer, and whereas the TMX group is a listed issuer under the OSC jurisdiction. Where the TMX (X) is a listed issuer under the Securities Act of Ontario, any of its subsidiaries or businesses, as well as any regulators of its businesses, are the jurisdiction of the OSC, and the OSC is responsible for regulating the regulating bodies of such.
Although the TSX-V is exempted from an RO of the OSC in respect to an Exchange, the regulation services and a Self regulatory unit, IIROC, are employees of the TSX and the regulators are obligated under an active RO by the OSC to maintain and enforce regulation and compliance in the TMX businesses.
It Is totally unacceptable and absurd , the treatment that SLI shareholders have suffered to date at the hands of management and the regulators. The ridiculous crimes that have been committed against investors of SLI at this very time, have become incontestable. Even the file is extraordinary on the SLI case consisting of contributions from 100,s of investors. This situation is very important whereas there has been a once market cap of ~$300 million which now sits at about ~$ 4 million, under questionable circumstance, that has been compounded by no mitigation of risk, by the regulators. I feel confident to say that at least 200 shareholders do or will endorse this very important and immediate request.
Thirteen Securities Commissions in this country are responsible for enforcing NI 43-101, to date, none have for SLI shareholders. A quick look of about 5 minutes, will enable one to see that there are no reported azimuths nor dips in the SLI drill Program, that was released to the public. Here is a provision from NI 43-101 that unequivocally applies;
Requirements Applicable to Written Disclosure of Exploration Information
3.3
3.3
(1) If an issuer discloses in writing exploration information about a mineral project on a property material to the issuer, the issuer must include in the written disclosure a summary of
(a) the material results of surveys and investigations regarding the property;(2) If an issuer discloses in writing sample, analytical or testing results on a property material to the issuer, the issuer must include in the written disclosure, with respect to the results being disclosed,
(b) the interpretation of the exploration information; and
(c) the quality assurance program and quality control measures applied during the execution of the work being reported on.
(a) the location and type of the samples;
(b) the location, azimuth, and dip of the drill holes and the depth of the sample intervals;
(c) a summary of the relevant analytical values, widths, and to the extent known, the true widths of the mineralized zone;
(d) the results of any significantly higher grade intervals within a lower grade intersection;
(e) any drilling, sampling, recovery, or other factors that could materially affect the accuracy or reliability of the data referred to in this subsection; and
(f) a summary description of the type of analytical or testing procedures utilized, sample size, the name and location of each analytical or testing laboratory used, and any relationship of the laboratory to the issuer.
It becomes very obvious of just how dysfunctional the TSX Compliance department really is, in several ways pertaining to our case, without even considering investors problems with other publicly traded companies. The arbitration mechanism of both the TSX Compliance and the BCSC has been tested by SLI shareholders with very unsatisfactory and unacceptable action by such in the form of non action. SLI shareholders requested the help of both these regulatory bodies with no response nor written consideration, that left shareholders hanging and more vulnerable to abusive power of the SLI management, which indeed occurred shortly thereafter. It is well written and recognized within the constructed abilities of regulators, that they are well equiped to act on their own in unique situations that are justified in protecting the investor/public interest, any non action in any such scenarios may suggest negligence in the form of not mitigating risk nor even actually showing intent to mitigate. The passing of the liability by all regulators and governing bodies has resulted in SLI investors of being further exposed, including prolonged exposure, to further risk to their security, created by the uncertainty if the regulators and governance would act or not, because of non transparency and communicable gaps. I will add, there are many more issues of liability and accountability that I will not entertain at this time, that are directly related to this whole dynamical system.
Upon analysing the obligations and compliance expectations of the Exchange in NI 21-101 Market Place Operation (see note 3), 5.3 and 5.4, dealing with the rules of public interest and compliance by the exchange, most notably under the Securities Act of Ontario, in which the Exchange (X) is a listed issuer as well, I perceive many conflicts with the non action of the Exchange in our case, as well as other conflicts that may more fully be exposed in the near future. But under the NI 21-101 Companion Policy, to which applies to the Exchange, Fair and Orderly Markets, Section 7.6, (1) (2) (3) as well as other areas of the Policy, "the impact of the Marketplaces operations on the Canadian market as a whole" and "business conducted in an orderly manner so as to afford protection to investors". To now step into the Securities Act, under (2) 5, this part of the Act clearly gives the OSC authority to act in preventing a major market disturbance that may occur and escalate as a result of non enforcement by the Exchange in which they are legally bound to comply with. Under 21.4, it states that the Exchange must regulate, to not regulate is a clear violation in SLI,s case. Under 21.6, no Exchange shall contravene the Ontarios Security Act, non enforcement can readily be presumed as a violation to not protecting investors, and broadly speaking, the public interest. To go a little further, under 126.2 (1) (a) (b) as per misleading statements, the Exchange is making misleading statements on their website and has also made it in their takeover bid circular, where there is an assurance outlined to express that the exchange will uphold the integrity of the markets and protect the public interest.
Under the Recognition Order (RO), that recognizes the TSX Venture as an ongoing Exchange, the BCSC and the ASC which both oversee the compliance with rules and regulations as well as obligatory execution on behalf of and not limited to, the public interest, I refer to item 10. identified as Public Interest, which reads, The Exchange will operate in the public interest. Also item 11, which reads; The Exchange will set, maintain and enforce rules, policies, and other similar instruments that; (c) require listed issuers and Exchange marketplace participants to comply with securities legislation and the rules, policies or other instruments of the Exchange; (d) foster investor protection; and (e) permit those seeking access to the listing, trading and other services of the Exchange to be granted access without unreasonable discrimination. I will add here that during our journey that advisory committees as well as the Public Venture Market Committee, have also been consulted in attempts by shareholders to develop resolutions and perhaps a means of reconciliation with the company, with no assistance nor reply to my knowledge, rendering any part of an arbitratory process dysfunctional.
NOTE 1
I believe the Criminal Code of Canada ,Section (400), (see note 2) ,may apply to an offence by IIROC where they clearly say this below on their website but do not present, it is very misleading and has helped lead many investors into these markets believing that they were protected, they may have been deceived and defrauded as a result. There is an email received by me from IIROC that says they don,t regulate the Venture, but a caption from the IIROC website, that says they do. I bolded the excerpt in my email where IIROC says they don,t, and I bolded the excerpt from IIROC,s website that says they do. This has been filed as incontested evidence and is only part of what has been documented to date. I also have the late Honorable Jim Flaherty documented as saying that I was correct, in Jan 2013, in initially contacting IIROC in part of our situation.
I believe the Criminal Code of Canada ,Section (400), (see note 2) ,may apply to an offence by IIROC where they clearly say this below on their website but do not present, it is very misleading and has helped lead many investors into these markets believing that they were protected, they may have been deceived and defrauded as a result. There is an email received by me from IIROC that says they don,t regulate the Venture, but a caption from the IIROC website, that says they do. I bolded the excerpt in my email where IIROC says they don,t, and I bolded the excerpt from IIROC,s website that says they do. This has been filed as incontested evidence and is only part of what has been documented to date. I also have the late Honorable Jim Flaherty documented as saying that I was correct, in Jan 2013, in initially contacting IIROC in part of our situation.
The TSX Venture Exchange (TSXV) is an exchange for small and
medium-sized Canadian issuers.
medium-sized Canadian issuers.
TSXV has retained IIROC to provide the following services:
- Administer and enforce UMIR, and provide guidance regarding the application of UMIR
- Monitor and review trade desk procedures of persons accessing the TSXV trading system
- Impose trading halts or delays relating to market integrity matters and coordinate halts or delays with other marketplaces
- Administer TSXV's timely disclosure requirements
- Monitor compliance with TSXV policies relating to normal course issuer bids
- Conduct certain post-trade analysis in respect of the Canadian Unlisted Board market
The Email I sent to IIROC asking for help:
To anyone who will listen,
I, as a concerned shareholder of St Elias Mines Ltd (SLI), request that IIROC utilize its discretion under the TSX Policy 3.3 Timely Disclosure., of which IIROC are the Regulation Service Provider for such policy. More specifically, under Section 12, Breach of Policy, subsection (2) , I ask for IIROC to swiftly remove the BOD from SLI and impose prohibition upon same from serving as directors and/or officers in any other public traded company on the TSX-V Exchange.
In the past, shareholders of SLI have been getting the runaround and passing the buck from various regulators, IIROC included, I ask that you act on behalf of shareholders promptly, whereas IIROC is already in receipt of clear instances of violation to the Policies and other applicable rules. I feel I need not cite every violation in conjunction with the broken rules, I feel your competence and professionalism will easily reveal perhaps even more violations than what the shareholders are witnessing.
I feel comfortable in saying that this request, without limitation, may be endorsed by approximately 200 shareholders and public interests.
To refresh; violations of NI 43-101 and applicable Timely Disclosure Policies consisted of, but not limited to;
1) The non reporting of azimuth nor dip of an extensive ~12,000 meter drill program of approximately 2 years ago.
2) The final results of an ongoing sampling of Hole #6 of the drill program approximately 2 years ago; "the Company is in the process of completely sampling Drill Hole TE-11-06 from 60m to 170m on minimum 1.5-metre intervals to more accurately define a potential, bulk-tonnage mineralized target." (shareholders have never received these results while the CEO was constantly downloading her shares, as you can clearly see, the unreleased results could have possibly revealed a bulk-tonnage mineralized target in which may have been impressive the stock price and the value of the company, just one of many that creates the inability for shareholders to make a reasonable investment decision)
3)The released information of an extensive trenching program is inconclusive and vague as such, that it prevents any interpretation in regards to its findings within the property.
4) An actual statement of the results of 14 holes not reported upon in any news release.
There are also grave concerns of entrenchment of management which fall under Corporate Governance. A request was recently made of the Exchange and regulators to alleviate this entrenchment, endorsed by over 200 signatures, so that shareholders may have the ability to salvage their investment before a severly depleted treasury runs dry.
I ask for immediate acknowledgement of this request, whereas the current BOD seems unable to fill a required PP under unsual constant stock price pressure keeping the stock price below the required .05 level, and investors investment is at considerable risk due to a precariously low treasury. The trust of the current BOD has waned to less than 5% of the voted shares at the AGM a week or so ago and is an excellent indicator of that mistrust, not only by shareholders, but by the market as well. An unrecognized vote by the Chair of a Dec 2012 AGM had current management trust at just over 5% of the total vote.
I alone have lost on paper approximately a half a million dollars, it was my families life savings, many other shareholders have lost most of their savings on paper as well. The losses here are extreme and affect many people, their families and their futures. It is a huge injustice that is happening to shareholders here, we deserve the chance to revive this company and secure our investment, will you help us?
Thank you
a very concerned shareholder,
Rick Jewers
I, as a concerned shareholder of St Elias Mines Ltd (SLI), request that IIROC utilize its discretion under the TSX Policy 3.3 Timely Disclosure., of which IIROC are the Regulation Service Provider for such policy. More specifically, under Section 12, Breach of Policy, subsection (2) , I ask for IIROC to swiftly remove the BOD from SLI and impose prohibition upon same from serving as directors and/or officers in any other public traded company on the TSX-V Exchange.
In the past, shareholders of SLI have been getting the runaround and passing the buck from various regulators, IIROC included, I ask that you act on behalf of shareholders promptly, whereas IIROC is already in receipt of clear instances of violation to the Policies and other applicable rules. I feel I need not cite every violation in conjunction with the broken rules, I feel your competence and professionalism will easily reveal perhaps even more violations than what the shareholders are witnessing.
I feel comfortable in saying that this request, without limitation, may be endorsed by approximately 200 shareholders and public interests.
To refresh; violations of NI 43-101 and applicable Timely Disclosure Policies consisted of, but not limited to;
1) The non reporting of azimuth nor dip of an extensive ~12,000 meter drill program of approximately 2 years ago.
2) The final results of an ongoing sampling of Hole #6 of the drill program approximately 2 years ago; "the Company is in the process of completely sampling Drill Hole TE-11-06 from 60m to 170m on minimum 1.5-metre intervals to more accurately define a potential, bulk-tonnage mineralized target." (shareholders have never received these results while the CEO was constantly downloading her shares, as you can clearly see, the unreleased results could have possibly revealed a bulk-tonnage mineralized target in which may have been impressive the stock price and the value of the company, just one of many that creates the inability for shareholders to make a reasonable investment decision)
3)The released information of an extensive trenching program is inconclusive and vague as such, that it prevents any interpretation in regards to its findings within the property.
4) An actual statement of the results of 14 holes not reported upon in any news release.
There are also grave concerns of entrenchment of management which fall under Corporate Governance. A request was recently made of the Exchange and regulators to alleviate this entrenchment, endorsed by over 200 signatures, so that shareholders may have the ability to salvage their investment before a severly depleted treasury runs dry.
I ask for immediate acknowledgement of this request, whereas the current BOD seems unable to fill a required PP under unsual constant stock price pressure keeping the stock price below the required .05 level, and investors investment is at considerable risk due to a precariously low treasury. The trust of the current BOD has waned to less than 5% of the voted shares at the AGM a week or so ago and is an excellent indicator of that mistrust, not only by shareholders, but by the market as well. An unrecognized vote by the Chair of a Dec 2012 AGM had current management trust at just over 5% of the total vote.
I alone have lost on paper approximately a half a million dollars, it was my families life savings, many other shareholders have lost most of their savings on paper as well. The losses here are extreme and affect many people, their families and their futures. It is a huge injustice that is happening to shareholders here, we deserve the chance to revive this company and secure our investment, will you help us?
Thank you
a very concerned shareholder,
Rick Jewers
Reply email
Dear Mr. Jewers,
Thank you for your email to the Investment Industry Regulatory Organization of Canada (IIROC), concerning St. Elias Mines, listed on the TSXV.
IIROC is the national self-regulatory organization which oversees all investment dealers and trading activity on debt and equity marketplaces in Canada. Created in 2008 through the consolidation of the Investment Dealers Association of Canada and Market Regulation Services Inc., IIROC sets high quality regulatory and investment industry standards, protects investors and strengthens market integrity while maintaining efficient and competitive capital markets. IIROC carries out its regulatory responsibilities through setting and enforcing rules regarding the proficiency, business and financial conduct of dealer firms and their registered employees and through setting and enforcing market integrity rules regarding trading activity on Canadian equity marketplaces.
IIROC does not have regulatory jurisdiction over public companies or their officers, directors and employees. They fall under the regulatory jurisdiction of the provincial securities commissions. The principal regulator for St. Elias Mines is the British Columbia Securities Commission (BCSC). For your convenience I have included a link to the BCSC website contact information: BCSC contact info.
Furthermore, as company disclosure issues and approvals therein also fall under the jurisdiction of the TSX Venture Exchange (TSXV), you may also wish to communicate with the TSXV directly. The TSX Venture Exchange may be reached by email at: complianceanddisclosure@tsxventure.com,or by telephone: 416-947-4670 or 1-888-873-8392 (toll free across Canada).
NOTE 2 (taken from the Criminal Code of Canada)
400. False prospectus, etc.
400. (1) Every one who makes, circulates or publishes a prospectus, a statement or an account, whether written or oral, that he knows is false in a material particular, with intent
(a) to induce persons, whether ascertained or not, to become shareholders or partners in a company,
(b) to deceive or defraud the members, shareholders or creditors, whether ascertained or not, of a company, or
(c) to induce any person to
(i) entrust or advance anything to a company, or
(ii) enter into any security for the benefit of a company,
(d) [Repealed, 1994, c. 44, s. 26]
is guilty of an indictable offence and liable to imprisonment for a term not exceeding ten years.
(a) to induce persons, whether ascertained or not, to become shareholders or partners in a company,
(b) to deceive or defraud the members, shareholders or creditors, whether ascertained or not, of a company, or
(c) to induce any person to
(i) entrust or advance anything to a company, or
(ii) enter into any security for the benefit of a company,
(d) [Repealed, 1994, c. 44, s. 26]
is guilty of an indictable offence and liable to imprisonment for a term not exceeding ten years.
NOTE 3
Under part 5, Marketplace Requirements, of the NI 21-101 Marketplace Operation, which sets out rules for Exchanges to comply with, specifically talking about the TSX, under
5.3 Public Interest Rules,
(1) Rules, policies and other similar instruments adopted by a recognized exchange or a recognized quotation and trade reporting system
(a) shall not be contrary to the public interest,and
(b) shall be designed to
(i) ensure compliance with securities legislation
(ii) prevent fraudulent and manipulative acts and practices
Also under the NI 21-101 Companion Policy;
Under the Exchanges Recognition Order,
PART 4 REGULATION OF PARTICIPANTS AND ISSUERS ON THE EXCHANGE
4.1 Regulation
The exchange has the authority, resources, capabilities, systems and processes to allow it to perform its regulation functions, whether directly or indirectly through a regulation services provider, including setting requirements governing the conduct of participants and issuers, monitoring their conduct, and appropriately disciplining them for violations of exchange requirements.
33. REGULATION OF TSX POs AND TSX ISSUERS
(a) TSX shall establish, maintain and require compliance with policies and procedures that effectively monitor and enforce the Rules against TSX Issuers and TSX POs, either directly or indirectly through a regulation services provider.
From the OSC Act that the Exchange must comply with;
4.1 Regulation
The exchange has the authority, resources, capabilities, systems and processes to allow it to perform its regulation functions, whether directly or indirectly through a regulation services provider, including setting requirements governing the conduct of participants and issuers, monitoring their conduct, and appropriately disciplining them for violations of exchange requirements.
33. REGULATION OF TSX POs AND TSX ISSUERS
(a) TSX shall establish, maintain and require compliance with policies and procedures that effectively monitor and enforce the Rules against TSX Issuers and TSX POs, either directly or indirectly through a regulation services provider.
From the OSC Act that the Exchange must comply with;
Standards and conduct
(4) A recognized exchange shall regulate the operations and the standards of practice and business conduct of its members and their representatives in accordance with its by-laws, rules, regulations, policies, procedures, interpretations and practices. 1994, c. 11, s. 358; 2010, c. 26, Sched. 18, s. 8 (4).
Commission’s powers
(5) The Commission may, if it considers it in the public interest, make any decision with respect to,
(a) the manner in which a recognized exchange carries on business;
(b) the trading of securities or derivatives on or through the facilities of a recognized exchange;
(c) any security or derivative listed or posted for trading on a recognized exchange;
(d) issuers, whose securities are listed or posted for trading on a recognized exchange, to ensure that they comply with Ontario securities law; or
(e) any by-law, rule, regulation, policy, procedure, interpretation or practice of a recognized exchange. 2010, c. 26, Sched. 18, s. 8 (5).
TSX Venture Exchange Regulatory Policies and Procedures
TSXV has a variety of regulatory policies and procedures which it follows on a day-to-day basis to help it conduct its business at the highest levels of integrity, excellence and responsibility, and to lead by example. In particular, TSXV is committed to transparency in its management of conflicts of interest and potential conflicts of interest, whether real or perceived. The following TSXV policies and procedures assist TSXV in its operation and management of conflicts of interest and potential conflicts of interest. I request your prompt attention in this matter and your prompt acknowledgement of this request. This is totally unacceptable that investors have to endure thousands of hours and years of pleading to get a regulator to enforce the laws. It is further not acceptable that investors have to endure burdens of legal fees to try and understand a system and protect their invesments. I apologize for the construction and perhaps confusing manner in which this email is presented, but offer that it is a mere reflection of the current sytem of laws, that contribute to the discouragement of many investors trying to protect their interests. I further request that a prompt public statement be made in regards to the decisive actions that will be taken in regards to this serious request, whereas it not only affects SLI shareholders, but the security of our markets and every Canadian Citizen that has a direct or indirect interest contained within these markets, that may be at considerable risk at this time.
Thank you
Rick Jewers
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