Frank Callaghan to pay $30,000 fine for 43-101 breach

Former director at Barkerville Gold Mines, Frank Callaghan, reached a settlement agreement with the British Columbia Securities Commission and will pay $30,000 after admitting to making statements that breached National Instrument 43-101.

In June and August 2012, Barkerville disclosed mineral resource estimates and a target for further exploration on a material mineral property that were released in a news release and in an independent technical report. Both were later revised and the initial estimates retracted.

In addition to the fine, Callaghan has "agreed to a one-year ban from acting as an officer or a director of any reporting issuer, and he is prohibited from engaging in investor relations activities for the same period. Callaghan has also agreed to successfully complete a course on the requirements of NI 43-101 that is acceptable to the Executive Director within one year."

The company dwindled after the 2012 revelation. Eric Sprott picked up the company in 2013 and is now the majority owner. Exploration work is underway again after a "massive housecleaning."

Some feel the fine is not commensurate with the harm.

Full news release from the BCSC is below:

British Columbia Securities Commission: B.C. Resident Agrees to Pay $30,000 for Breaching National Mining Standard

VANCOUVER, BRITISH COLUMBIA–(Marketwired – Oct. 27, 2015) – In a settlement agreement with the British Columbia Securities Commission (BCSC), James Francis (J. Frank) Callaghan has admitted that he made statements that breached National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101). Callaghan is a B.C. resident and former officer and director of Barkerville Gold Mines Ltd.

The agreement states that in June and August 2012, Barkerville disclosed mineral resource estimates and a target for further exploration on a material mineral property in a news release and in an independent technical report filed with the BCSC. BCSC staff determined that the initial report did not comply with NI 43-101. On August 14, 2012, the Executive Director cease-traded Barkerville's securities, and required the company to file a revised compliant technical report prepared by another independent qualified person under NI 43-101.

In June 2013, Barkerville filed a revised technical report with reduced mineral resource estimates and targets for further exploration. The Executive Director revoked the cease trade order on July 15, 2013.

Two-and-a-half-months after Barkerville adopted the revised estimates and retracted the initial estimates, Callaghan publicly repeated, and attempted to justify, the initial estimates in an online article, and at an investor presentation. Callaghan acknowledges that his statements in the article and at the presentation contravened provisions of NI 43-101.

Callaghan also agreed that certain facts aggravated his breaches of NI 43-101 in the circumstances, including that:

  • BCSC staff cautioned him that attempting justify, validate or compare the initial estimates to the revised estimates is misleading and likely contrary to NI 43-101;
  • his disclosure contradicted Barkerville's previous disclosure adopting the revised estimates as the only current estimate; and
  • he understood disclosing combined inferred and indicated resource estimates was prohibited.

For his misconduct, Callaghan undertakes to pay $30,000 to the BCSC, and he must immediately resign any position he holds as officer or director of a reporting issuer. He has agreed to a one-year ban from acting as an officer or a director of any reporting issuer, and he is prohibited from engaging in investor relations activities for the same period. Callaghan has also agreed to successfully complete a course on the requirements of NI 43-101 that is acceptable to the Executive Director within one year.

You may view the settlement agreement on our website www.bcsc.bc.ca by typing James Francis (J. Frank) Callaghan or 2015 BCSECCOM 385 in the search box. Information regarding disciplinary proceedings can be found in the Enforcement section of the BCSC website.

Please visit the Canadian Securities Administrators' Disciplined Persons List for information relating to persons disciplined by provincial securities regulators, the Investment Industry Regulatory Organization of Canada (IIROC) and the Mutual Fund Dealers Association (MFDA).
About the British Columbia Securities Commission (www.bcsc.bc.ca)

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

Learn how to protect yourself and become a more informed investor at www.investright.org.
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