8 Jun 2010 ... investigation into allegations that Robert George Bain (Bain) breached ... The
investigation confirmed and Bain admits that he breached the ...
ALBERTA SECURITIES COMMISSION SETTLEMENT AGREEMENT AND UNDERTAKING Citation: Bain, Re, 2010 ABASC 259 Securities Act, R.S.A. 2000, c. S‐4, as amended (Act) Robert George Bain Agreed Facts
Date: 20100608 Docket: ENF‐005099
Introduction 1. The staff of the Alberta Securities Commission (respectively, Staff and Commission) conducted an investigation into allegations that Robert George Bain (Bain) breached Alberta securities laws regarding insider trading, and acted contrary to the public interest. 2. The investigation confirmed and Bain admits that he breached the section of the Act referred to in this Settlement Agreement and Undertaking (Agreement), and that he acted contrary to the public interest. 3. Solely for securities regulatory purposes in Alberta and elsewhere, and as the basis for the settlement and undertakings referred to in paragraph 17 of this Agreement, Bain agrees to the facts and consequences set out in this Agreement. 4. Terms used in this Agreement have the same meaning as provided in Alberta securities laws, a defined term in the Act. Parties 5. Robert George Bain (Bain) is a resident of Alberta and, at all material times, was employed as a geological consultant by Groundstar Resources Limited (Groundstar), a company engaged in oil and gas business activity with Vast Exploration Inc. (Vast), a reporting issuer with shares listed on the TSX‐V exchange. 6. As a geological consultant, Bain’s work included investigating areas in Kurdistan, assessing the extent to which certain lands there were prospective of oil, and identifying the lands with the highest potential. Circumstances 7. In May 2008, Vast, in conjunction with partners Groundstar and Niko Resources Ltd., completed negotiations for an oil and gas production sharing contract (Oil Contract) with the Kurdistan
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‐ 2 ‐ Regional Government of Iraq. Bain was not a participant in the negotiations, but was aware that negotiations were in progress. 8. The Oil Contract was material to Vast, and was not generally disclosed until it was announced by news release after market close on 20 May 2008. The next day, Vast’s share price increased significantly to close at $0.64 per share. 9. On 16 May 2008, before the Oil Contract’s general disclosure, Bain purchased 20,000 shares in Vast at $0.32 per share. At the time, Bain knew that Vast and the Kurdistan Regional Government of Iraq had undertaken negotiations concerning the Oil Contract, but he failed to make suitable inquiries to ascertain whether his knowledge in this respect constituted material information. 10. Bain acknowledges that the information he had about the status of negotiations was material under the provisions of the Act. 11. In the period immediately following the issuance of the news release, the resulting increase in value from Bain’s share purchases was $6,400. Breaches 12. As a result of the conduct outlined above, Bain admits that he breached sub‐section 147(2) of the Act by purchasing securities while he was in a special relationship with Vast and had knowledge of material information with respect to Vast that had not been generally disclosed. 13. Bain further admits that his conduct was contrary to the public interest. Other Circumstances Relevant to Settlement 14. Bain did not sell his shares in Vast following the issuance of the news release. 15. Bain has not been previously sanctioned by the Commission and he cooperated with Staff during the investigation. 16. This Agreement has saved the Commission the time and expense associated with a contested hearing. Settlement Payments and Undertakings 17. Based on these facts and admissions, upon execution of this Agreement, Bain: a. will pay to the Commission the sum of $11,000 in settlement of the allegations against him and the sum of $8,000 towards the costs of the investigation; and b. undertakes to refrain from trading in or purchasing securities or exchange contracts for a period of 15 months, commencing on the date of this Agreement, except for trades made through a registered representative in an RRSP or an RESP in which he alone, or together with his spouse and his children, has the only beneficial interest.
‐ 3 ‐ Administration 18. Bain acknowledges that he has sought and obtained independent legal advice and that he has voluntarily made the admissions in this Agreement. 19. Bain waives any right existing under the Act, or otherwise, to a hearing, review, judicial review, or appeal of this matter. 20. Bain acknowledges that this Agreement may be referred to in this or any other proceedings under the Act, and in securities regulatory proceedings in other jurisdictions. 21. The Agreement resolves all issues involving Bain in this matter, as described above, and Staff will take no further steps against him arising from these facts. 22. The Agreement may be executed in counterpart. Signed by Robert Bain at Calgary, Alberta this 25 May 2010 in the presence of: Marcia L. Bain WITNESS NAME “Original Signed By” SIGNATURE
) ) ) ) ) ) ) )
“Original Signed By” Robert Bain
) ALBERTA SECURITIES COMMISSION )
Calgary, Alberta, this 8th June 2010
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) “Original Signed By”
) John P. Petch
) Director, Enforcement
