Illegal practice and distribution without a prospectusGuy-Paul Gauthier, Michael E. Heller and Beluga Composites Corporation fined $240,000
Decisions and Freeze and cease trade orders Securities
Montréal - On August 10, 2016, Justice Jean-Pierre Dumais of the Court of Québec for the district of Québec City fined Guy-Paul Gauthier, Michael E. Heller and Beluga Composites Corporation (Beluga) a total of $240,000 in connection with the illegal distribution of securities. Justice Dumais found the respondents guilty on all the charges brought against them by the Autorité des marchés financiers (the "AMF") in its penal proceeding.
Guy-Paul Gauthier, who actively sought investors and played a role in Beluga's financing, was found guilty on seven counts of acting illegally as a securities dealer, seven counts of aiding in a distribution without a prospectus, one count of making a misrepresentation in respect of a transaction in a security and one count of stating that a corporation's securities would be listed on an exchange. Mr. Gauthier was fined a total of $123,000.
Michael E. Heller, the secretary and legal counsel of Beluga, played an active role in the distributions, including by signing subscription forms and authorizing a transfer agent to use his electronic signature on Beluga's share certificates. He was found guilty on eight counts of aiding in a distribution without a prospectus and one count of acting illegally as a securities dealer, and was fined a total of $47,000.
Lastly, Beluga, which manufactures fiber glass inflammable-liquid storage tanks, was found guilty on seven counts of making a distribution without a prospectus and was fined a total of $70,000.
Update
Michael E. Heller appealed this decision to the Superior Court on September 9, 2016. The appeal was dismissed on May 26, 2020.
Mr. Heller then filed an application for leave to appeal the decision of May 26, 2020. The application was partially granted by the Court of Appeal on November 20, 2020. The appeal was dismissed on February 11, 2022.
The Autorité des marchés financiers (the "AMF") is the regulatory and oversight body for Québec's financial sector.
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