Published: July 5, 2010
SecuritiesDecisions and Freeze and cease trade orders

Montréal – At the request of the Autorité des marchés financiers (the "AMF"), the Bureau de décision et de révision (the "Bureau") issued freeze and cease trade orders on June 17, 2010 in connection with Véhicules Nemo inc.

Specifically, the Bureau ordered Véhicules Nemo inc. (Nemo) as well as Guylain Pelletier, Jacques Rancourt, Michel Noreau and Michel Duquette to cease any activity in respect of a transaction in securities, including the shares of Nemo and Alternative Green Technologies inc. (Alternative Green). The Bureau also ordered them not to dispose of the funds, securities or other assets in their possession, including the physical inventories, patents, trademarks, equipment, industrial designs and expertise of Nemo.

In its request, the AMF sought immediate intervention by the Bureau because a special meeting of Nemo shareholders was scheduled for June 17, 2010 for the purpose of approving the sale of the assets to Alternative Green. The AMF stated in particular that some officers were soliciting proxies from shareholders for approval of the sale of these assets although shareholders did not have the full information they needed to make an informed decision. The Bureau therefore also ordered Guylain Pelletier, Jacques Rancourt, Michel Noreau and Michel Duquette not to authorize the sale of the assets of Véhicules Nemo inc. to Alternative Green Technologies inc.

The Bureau said it was particularly concerned about the following allegations and facts submitted by the AMF:

  • The Respondents are alleged to have distributed Nemo securities without a prospectus and without being registered as dealers;
  • Several millions of dollars were raised among a number of investors. The AMF investigation identified 167 investors, for 328 securities subscriptions, for a total amount of $4.1 million in investments;
  • Nemo and its officers apparently failed to honour a commitment made to the AMF to cease distributing Nemo securities;
  • While distributions were made in violation of regulations, Nemo was about to sell all its assets to a U.S. firm in respect of which the AMF questions its financial capability to conduct such a transaction;
  • As at March 31, 2009, Alternative Green had only US$6,609 in assets and an accounting software program. There is little trading in the shares of Green.

The Autorité des marchés financiers (the "AMF") is the regulatory and oversight body for Québec’s financial sector.

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