SEC Exposes Two Initial Coin Offerings Purportedly Backed by Real Estate and Diamonds

Washington DC–(Newsfile Corp. – September 29, 2017) – The Securities and Exchange Commission today charged a businessman and two companies with defrauding investors in a pair of so-called initial coin offerings (ICOs) purportedly backed by investments in real estate and diamonds.

The SEC alleges that Maksim Zaslavskiy and his companies have been selling unregistered securities, and the digital tokens or coins being peddled don’t really exist. According to the SEC’s complaint, investors in REcoin Group Foundation and DRC World (also known as Diamond Reserve Club) have been told they can expect sizeable returns from the companies’ operations when neither has any real operations.

Zaslavskiy allegedly touted REcoin as “The First Ever Cryptocurrency Backed by Real Estate.”  Alleged misstatements to REcoin investors included that the company had a “team of lawyers, professionals, brokers, and accountants” that would invest REcoin’s ICO proceeds into real estate when in fact none had been hired or even consulted. Zaslavskiy and REcoin allegedly misrepresented they had raised between $2 million and $4 million from investors when the actual amount is approximately $300,000.

According to the SEC’s complaint, Zaslavskiy carried his scheme over to Diamond Reserve Club, which purportedly invests in diamonds and obtains discounts with product retailers for individuals who purchase “memberships” in the company. Despite their representations to investors, the SEC alleges that Zaslavskiy and Diamond have not purchased any diamonds nor engaged in any business operations. Yet they allegedly continue to solicit investors and raise funds as though they have.

The SEC obtained an emergency court order to freeze the assets of Zaslavskiy and his companies.

The SEC’s Office of Investor Education and Advocacy recently issued an investor alert warning about the risks of ICOs.

“Investors should be wary of companies touting ICOs as a way to generate outsized returns,” said Andrew M. Calamari, Director of the SEC’s New York Regional Office. ”As alleged in our complaint, Zaslavskiy lured investors with false promises of sizeable returns from novel technology.”

The SEC’s complaint, filed in federal district court in Brooklyn, N.Y., charges Zaslavskiy, REcoin, and Diamond with violations of the anti-fraud and registration provisions of the federal securities laws. The complaint seeks permanent injunctions and disgorgement plus interest and penalties. For Zaslavskiy, the SEC also seeks an officer-and-director bar and a bar from participating in any offering of digital securities.

The SEC’s investigation, which is continuing, has been conducted by Jorge Tenreiro, Pamela Sawhney and Valerie A. Szczepanik. The case is being supervised by Lara S. Mehraban. The SEC encourages victims of the alleged fraud to contact Ms. Szczepanik at (212) 336-1100.

from Newsfile Corp News Releases http://ift.tt/2xExpsS

Advertisements

Micromem: Interim Filings

Toronto, Ontario and New York, New York–(Newsfile Corp. – September 29, 2017) – Micromem Technologies Inc. (CSE: MRM) (OTCQB: MMTIF) (“Micromem”) (“the Company”) announces it has filed its interim financial statements for the period ended July 31, 2017 together with the Management’s Discussion & Analysis on SEDAR and EDGAR. These documents may be viewed at www.sedar.com and by searching EDGAR at http://www.sec.gov/.

About Micromem and MASTInc 

MASTInc is a wholly owned U.S.-based subsidiary of Micromem Technologies Inc., a publicly traded (OTCQB: MMTIF) (CSE: MRM) company. MASTInc analyzes specific industry sectors to create intelligent game-changing applications that address unmet market needs. By leveraging its expertise and experience with sophisticated magnetic sensor applications, MASTInc successfully powers the development and implementation of innovative solutions for oil & gas, utilities, automotive, healthcare, government, information technology, manufacturing, and other industries. Visit www.micromeminc.com www.mastinc.com.

Safe Harbor Statement

This press release contains forward-looking statements. Such forward-looking statements are subject to a number of risks, assumptions and uncertainties that could cause the Company’s actual results to differ materially from those projected in such forward-looking statements. In particular, factors that could cause actual results to differ materially from those in forward looking statements include: our inability to obtain additional financing on acceptable terms; risk that our products and services will not gain widespread market acceptance; continued consumer adoption of digital technology; inability to compete with others who provide comparable products; the failure of our technology; the infringement of our technology with proprietary rights of third parties; inability to respond to consumer and technological demands; inability to replace significant customers; seasonal nature of our business; and other risks detailed in our filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date made and are not guarantees of future performance. We undertake no obligation to publicly update or revise any forward-looking statements. When used in this document, the words “believe,” “expect,” “anticipate,” “estimate,” “project,” “plan,” “should,” “intend,” “may,” “will,” “would,” “potential,” and similar expressions may be used to identify forward-looking statements.

The CSE or any other securities regulatory authority has not reviewed and does not accept responsibility for the adequacy or accuracy of this press release that has been prepared by management.

###

Listing:       NASD OTC-QB – Symbol: MMTIF
                     C
SE – Symbol: MRM
Shares issued: 208,389,878
SEC File No: 0-26005
Investor Contact: info@micromeminc.com; Tel. 416-364-2023
Subscribe to receive News Releases by Email on our website’s home page. www.micromeminc.com

from Newsfile Corp News Releases http://ift.tt/2k9ZG52

Former Corporate Insider, Middleman Tipper, and Six Traders Charged With Insider Trading

Washington D.C.–(Newsfile Corp. – September 29, 2017) – The Securities and Exchange Commission today charged a former executive at Life Time Fitness Inc., a middleman tipper, and six traders with insider trading ahead of the announcement that the company would be purchased and taken private.

In a complaint filed in U.S. District Court in the Northern District of Illinois, the SEC alleges that Shane P. Fleming, a former vice president of sales at Life Time Fitness, learned of the merger discussions on or before Feb. 23, 2015 and tipped his friend and business partner Bret J. Beshey with the understanding that Beshey would use the information to make a profit and split those profits with Fleming.  The SEC alleges that rather than trade in his own name, Beshey tipped his friends Christopher M. Bonvissuto and Peter A. Kourtis with the understanding that both men would kick back a portion of their trading proceeds to Beshey.  According to the SEC’s complaint, Kourtis tipped his friends Alexander T. Carlucci, Dimitri A. Kandalepas, Austin C. Mansur, and Eric L. Weller, and asked Carlucci, Mansur, and Weller to give him a portion of any profits they made from trading on the information, which they agreed to do.

The SEC alleges that the six traders purchased a total of approximately 2,000 highly speculative out-of-the-money call options for Life Time Fitness shares and sold those options for profits of approximately $866,209 shortly after a newspaper reported that Life Time Fitness was in advanced merger discussions with two private equity firms.  According to the SEC’s complaint, Bonvissuto and Kourtis shared a portion of their profits with Beshey, who gave approximately $10,000 in cash to Fleming.  The SEC also alleges that Carlucci and Mansur paid cash kickbacks to Kourtis, and that Weller gave Kourtis at least 10 pounds of marijuana as a kickback.

“Beshey allegedly tried to mask his role in this scheme by recruiting others to trade on inside information rather than trading himself,” said Joseph G. Sansone, Chief of the SEC Enforcement Division’s Market Abuse Unit.  “Through our ever-evolving investigative tools, we were able to thwart Beshey’s efforts at concealment by uncovering trading by his immediate and downstream tippees and tracing those trades back to him.”

In a parallel action, the U.S. Attorney’s Office for the Northern District of Illinois today announced criminal charges against all eight defendants.

The SEC’s complaint charges Fleming, Beshey, Bonvissuto, Kourtis, Carlucci, Kandalepas, Mansur, and Weller with violating Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5.  The SEC is seeking disgorgement of ill-gotten gains plus interest and penalties as well as permanent injunctions against all eight defendants.  The SEC also is seeking an officer-and-director bar against Fleming.

The SEC’s investigation was conducted by Andrew McFall, David Makol, and John Rymas of the Market Abuse Unit.  The case was supervised by Kathryn Pyszka, Robert Cohen, and Mr. Sansone.  The SEC’s litigation will be led by Daniel Hayes and Mr. McFall.  The SEC appreciates the assistance of the U.S. Attorney’s Office for the Northern District of Illinois, the Federal Bureau of Investigation, and the Financial Industry Regulatory Authority.

from Newsfile Corp News Releases http://ift.tt/2ydyPLU

Defiance Closes Final Tranche of Private Placement

Vancouver, British Columbia–(Newsfile Corp. – September 29, 2017) – Defiance Silver Corp. (TSXV: DEF) (OTC: DNCVF) (“Defiance”) is pleased to announce that, further to its news release of September 25, 2017, it has closed on the final tranche of its private placement of 890,000 Units at a price of $0.30 per Unit for gross proceeds of $267,000. These Units are subject to a four month hold period expiring January 30, 2018. In total, Defiance raised $1,725,000 under its private placement.

The proceeds of the private placement will be used by Defiance to commence a drill program at the San Acacio Silver Deposit located in Zacatecas, Mexico as well as for working capital purposes.

Each Unit consists of one common share and one common share purchase warrant. Each warrant will entitle the holder thereof to acquire one additional common share of Defiance for a period of twenty-four (24) months at an exercise price of $0.45. Finder’s fees of $19,440 and 64,800 finders’ warrants were paid in connection with the final tranche of the private placement. Each finder’s warrant entitles the holder to acquire one common share of Defiance at $0.45 for 24 months. Total finder’s fees of $131,160 and 437,200 warrants were paid in connection with the private placement.

A Panoramic Video on the San Acacio Deposit is available on our website, or Click Here to visit our Defiance YouTube Channel. Defiance Silver Corp. is a silver explorer and developer advancing the San Acacio Deposit, located in the historic Zacatecas Silver District of central Mexico. Defiance is managed by a team of proven mine developers with a track record of exploring and developing seven operating mines to date. Defiance’s corporate mandate is to expand San Acacio to become one of Mexico’s premier high grade wide vein silver deposits.

On behalf of Defiance Silver Corp.

Roy Bonnell

President & CEO

For more information, please contact: Sunny Pannu — Corporate Development (604) 669 7315 or via email at pannu@defiancesilver.com

2300 – 1177 West Hastings Street
Vancouver, BC V6E 2K3
http://ift.tt/N9azyO

Tel: 604-669-7315   Email:info@defiancesilver.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

from Newsfile Corp News Releases http://ift.tt/2yeiBBZ

IIROC Trade Resumption – Cava Resources Inc.

Vancouver, British Columbia–(Newsfile Corp. – September 29, 2017) – Trading resumes in:

Company:

Cava Resources Inc.

TSX-V Symbol:

CVA

Resumption Time (ET):

08:00 October 2, 2017

 

 

IIROC can make a decision to impose a temporary suspension of trading in a security of a publicly listed company, usually in anticipation of a material news announcement by the company. Trading halts are issued based on the principle that all investors should have the same timely access to important company information. IIROC is the national self-regulatory organization which oversees all investment dealers and trading activity on debt and equity marketplaces in Canada.

– 30 –

For further information: IIROC Inquiries 1-877-442-4322 (Option 3) – Please note that IIROC is not able to provide any additional information regarding a specific trading halt. Information is limited to general enquiries only.

from Newsfile Corp News Releases http://ift.tt/2xRuXiE.

IIROC Trade Resumption – Fiore Gold Inc.

Vancouver, British Columbia–(Newsfile Corp. – September 29, 2017) – Trading resumes in:

Company:

Fiore Gold Inc.

TSX-V Symbol:

F

Resumption Time (ET):

08:00 October 2, 2017

 

 

IIROC can make a decision to impose a temporary suspension of trading in a security of a publicly listed company, usually in anticipation of a material news announcement by the company. Trading halts are issued based on the principle that all investors should have the same timely access to important company information. IIROC is the national self-regulatory organization which oversees all investment dealers and trading activity on debt and equity marketplaces in Canada.

– 30 –

For further information: IIROC Inquiries 1-877-442-4322 (Option 3) – Please note that IIROC is not able to provide any additional information regarding a specific trading halt. Information is limited to general enquiries only.

from Newsfile Corp News Releases http://ift.tt/2xROwr7.

Cava Resources Inc. to Acquire Company with Alluvial Gold & Platinum Mining Projects

Toronto, Ontario–(Newsfile Corp. – September 29, 2017) – Cava Resources Inc. (TSXV: CVA) (“Cava” or the “Company”) is pleased to announce that it has entered into a letter of intent to purchase all of the issued and outstanding shares of Gold Rush Cariboo Inc. (“Gold Rush”), which is an arm’s length transaction.

Gold Rush, which was incorporated in 2012 to evaluate and acquire properties in the Cariboo region of B.C., has entered into an agreement with Goldlands ‎Inc. (“Goldlands”) to purchase an alluvial gold and platinum mining project known as The Horseshoe Bend project consisting of one Placer Lease and six Placer Claims totaling 254.9 acres. In addition, Gold Rush has an option to acquire an additional 16 adjacent properties totaling approximately 8,000 acres which are held by Goldlands.

HIGHLIGHTS

  • Acquisition & Option on over 16 alluvial gold properties in southwest British Columbia comprising over 8,000 acres

The properties are all located in southwest British Columbia just north of Likely, BC, approximately 52 kilometres southeast of Quesnel, BC in the heart of the historic Likely- Barkerville Gold Camp. Historic placer gold production in the Cariboo has been estimated at 2.5 to 3 million ounces as of 19931. The placer gold was recovered from pre -glacial and inter glacial gravels in buried paleo channels of modern stream valleys. These placer deposits have been speculated to originate from underlying bedrock gold deposits and considerable exploration has been directed at exploring for the source of these placer deposits. Historic production and recent exploration success by neighbouring Barkerville Gold Mines Ltd. and by Spanish Mountain Gold Ltd. indicate the potential for additional multi-million ounce gold discoveries in this region.2

1. From Levson and Giles (1993). Geology of Tertiary and Quaternary Gold-Bearing Placers in the Cariboo Region, British Columbia (93A, B, G, H). British Columbia Ministry of Energy and Mines Bulletin 89.
2.
The presence of bedrock mineralization on the Barkerville and Spanish Mountain properties is not necessarily indicative of placer mineralization on the Horseshoe Bend project.

The Horseshoe Bend project is located approximately 26 kilometres northwest of Likely, B.C, and is readily accessible by four-wheel drive.

Gold Rush’s agreement with Goldlands provides for the following terms:

  • convertible promissory note in the amount of $2,250,000, which would be convertible into common shares of Cava at a conversion price of $0.40 per share for a total of 5,625,000 common shares if fully converted;
  • Goldlands retains a 2.5% net smelter royalty of which 1.0% is available for purchase by Gold Rush; and
  • enter into an exclusive supply and purchase agreement with Goldlands for the supply and purchase of certain specialized gold processing equipment for the mining and processing of mineralization from the Horseshoe Bend Property, for a purchase price of $1,150,000. Goldlands has developed specialized g‎old processing equipment and has utilized it extensively in the Likely and Barkerville-Cariboo districts over the last 30 years.

With regards to the 16 optioned properties, Gold Rush has a period of up to two years in which it has the right to carry out geological testing and sampling and then it can elect to exercise an option to purchase any or all of the 16 properties. Goldlands retains the same payment terms plus an agreed net smelter royalty as described above  

Pending execution of a definitive agreement, Cava has agreed to purchase all of the existing and outstanding shares of Gold Rush. Terms of the acquisition are the issuance to the Gold Rush shareholders of 12,600,000‎ common shares of Cava. A valuation of the assets to be acquired has not been completed by Cava. It is not expected that there will be any change to the board of directors of Cava in connection with the completion of the acquisition of Gold Rush.

Cava anticipates signing a definitive agreement on or before October 13, 2017. Completion of the acquisition of Gold Rush is subject to the approval of the TSX Venture Exchange.

R. Tim Henneberry, P.Geo. (BC), an independent consultant and qualified person as defined by National Instrument 43-101, has approved the technical contents of this news release.

Forward-Looking Statements

Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties, including, but not limited to, the timing of future exploration work or drilling, and the expansion of the mineralization. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of Cava Resources Inc., including, but not limited to, the impact of general economic conditions, industry conditions, volatility of commodity prices, risks associated with the uncertainty of exploration results and estimates, currency fluctuations, dependency upon regulatory approvals, the uncertainty of obtaining additional financing and exploration risk. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. This press release is not, and is not to be construed in any way as, an offer to buy or sell securities in the United States.

The TSXV has not reviewed this news release and does not accept responsibility for the adequacy or accuracy of this news release. The TSXV has neither approved nor disapproved of the contents of this news release.

For further information contact:

R. Brian Murray,
President, 416-985-7810

from Newsfile Corp News Releases http://ift.tt/2fEnEEl