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Feb 27, 2023
CALGARY – February 27, 2023 – The Alberta Securities Commission (ASC) has concluded a Settlement Agreement and Undertaking with Xfuels Inc. and Michael David McLaren for issuing securities in breach of an ASC cease trade order (CTO).
On April 22, 2016, the ASC issued a CTO against Xfuels for failing to file periodic disclosure as required under the Securities Act (Alberta). While subject to the CTO, Xfuels issued securities to numerous individuals and entities, including to McLaren and his family members. McLaren approved all issuances of such securities. Xfuels and McLaren also engaged in acts, advertisements, solicitations, conduct or negotiations in furtherance of trades in securities of Xfuels in breach of the CTO.
Reporting issuers in Alberta that fall under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets are defined as issuers whose securities are quoted only on a U.S. over-the-counter market and that have a significant connection to Alberta. In accordance with MI 51-105, Xfuels is a reporting issuer in Alberta and is therefore subject to continuous disclosure requirements as prescribed by Alberta securities laws.
As part of the Settlement Agreement and Undertaking, Xfuels paid the ASC $20,000, and has undertaken to cancel all shares it issued to McLaren and his family members in breach of the CTO. McLaren agreed to resign all positions he may have as a director or officer of any reporting issuer, and be prohibited from acting as a director or officer of any reporting issuer for a period of two years. He has also undertaken to complete training in best practices for public company governance and disclosure.
The Settlement Agreement and Undertaking resolves the matters alleged in a Notice of Hearing issued September 19, 2022. As a result, the hearing into these allegations scheduled to commence on May 1, 2023 will not proceed.
A copy of the Settlement Agreement and Undertaking is available on the ASC website at asc.ca.
The ASC is the regulatory agency responsible for administering the province's securities laws. It is entrusted with fostering a fair and efficient capital market in Alberta and with protecting investors. As a member of the Canadian Securities Administrators, the ASC works to improve, coordinate and harmonize the regulation of Canada's capital markets.
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