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The CEO of a junior mineral exploration company has paid $80,000 to the B.C. Securities Commission (BCSC) for failing to accurately disclose his trades and shareholdings, failing to provide advance notice of his intention to distribute securities and for making false or misleading statements in a required filing.
John Michael Wisbey, a resident of Switzerland, is the CEO and a director of the B.C.-based International Lithium Corp., which trades on the TSX Venture Exchange and Frankfurt Stock Exchange.
Between 2018 and 2022, he failed to report nearly 550 transactions involving more than 65 million shares of International Lithium, valued at $4.1 million. In addition, he was late in reporting nearly 140 transactions worth an additional $2.8 million. Under securities laws, reporting insiders like Wisbey are required to report their transactions on the System for Electronic Disclosure by Insiders (SEDI) within five days.
He failed to file early warning reports and news releases when his shareholdings of International Lithium changed by two per cent between 2019 and 2022, which was required because he held 10 per cent or more of the company’s common shares.
Wisbey also contravened B.C.’s Securities Act in 2019 and 2020 by selling shares of International Lithium without a prospectus – a formal document that provides details of an investment – and without filing a notice of intention to distribute securities. As he held at least 20 per cent of the company’s common shares, he was deemed a control person, which required him to give advance notice of his intention to distribute in order to be exempted from the prospectus requirements.
International Lithium included inaccurate information in management information circulars, which detailed important matters to be discussed at its annual general shareholders’ meetings in 2020 and 2021. Both times, the company made false or misleading statements by incorrectly stating how many shares Wisbey held. Wisbey, by authorizing, permitting or acquiescing in this contravention of Act, committed the same misconduct.
In additional to the financial sanctions for his misconduct, Wisbey has made the required SEDI filings and paid late fees of $18,750. The BCSC did not issue any orders against International Lithium.
