British Columbia Securities Commission

British Columbia Securities Commission

May 08, 2017 14:00 ET

BCSC seeks public interest orders against two B.C. residents who deceived foreign regulators and the public to create a publicly trading shell company

VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 8, 2017) - The Executive Director of the British Columbia Securities Commission (BCSC) has issued a notice of hearing alleging that Matthew John Hamilton and Braeden William Sinclair Lichti (a.k.a. Braeden Sinclair), both B.C. residents, deceived foreign regulators and the public in order to create a publicly trading shell company ideal for use in a securities manipulation.

The notice alleges that beginning in February 2010, Hamilton created a company called Guru Health and concealed his control over it by installing nominee directors and officers and impersonating the nominee CEO.

The notice alleges Hamilton arranged for the filing of Guru Health's registration statement with the Securities and Exchange Commission and failed to disclose that he was the company's sole controlling mind, stating instead that the nominee CEO and a nominee secretary were running the company.

In order to have its shares traded on the OTC Bulletin Board, Hamilton and Lichti created the illusion of independent shareholders. Hamilton instructed Guru Health's nominee CEO to get family and friends to sign subscription agreements. Twenty-five nominee shareholders signed subscription agreements and Hamilton and Lichti used their own funds to create the appearance that the nominee shareholders had paid for their shares when they did not.

Hamilton filed documents with the Financial Industry Regulatory Authority to support Guru Health's false claims that it had independent shareholders and no one else controlled its shares.

Hamilton instructed Lichti to negotiate the sale of Guru Health, and in May 2012, a buyer purchased the company, paying US$30,000 to Lichti and US$190,000 to Hamilton. With concealed control over all the shares, the buyer was in a position to engage in a manipulative scheme.

These allegations have not been proven. Counsel for the Executive Director will apply to set dates for a hearing into the allegations before a panel of commissioners on May 16, 2017 at 9 a.m.

You may view the notice of hearing on our website,, by typing Matthew John Hamilton, Braeden William Sinclair Lichti or 2017 BCSECCOM 134 in the search box. Information about disciplinary proceedings can be found in the Enforcement section of the BCSC website.

Please visit the Canadian Securities Administrators' (CSA) Disciplined List for information relating to persons and companies disciplined by provincial securities regulators, the Investment Industry Regulatory Organization of Canada (IIROC) and the Mutual Fund Dealers Association of Canada (MFDA).

About the British Columbia Securities Commission (

The British Columbia Securities Commission is the independent provincial government agency responsible for regulating capital markets in British Columbia through the administration of the Securities Act. Our mission is to protect and promote the public interest by fostering:

  • A securities market that is fair and warrants public confidence
  • A dynamic and competitive securities industry that provides investment opportunities and access to capital

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