IN THE MATTER OF THE SECURITIES ACT
R.S.O. 1990, c. S.5, AS AMENDED
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IN THE MATTER OF
STATEMENT OF ALLEGATIONS
OF STAFF OF THE ONTARIO SECURITIES COMMISSION
1. Staff of the Ontario Securities Commission make the following allegations:THE RESPONDENTS
2. Robert Kasner (“Kasner”) was, at all material times, the President and Chief Executive Officer of GLR Resources (“GLR”). GLR is a small gold mining and exploration company, based in Kirkland Lake, Ontario and publicly traded on the Toronto Stock Exchange.
The Private Placement of GLR Securities Through Northern Securities
3. In mid-October 2005, Kasner was approached by Northern Securities regarding a private placement in GLR. As a result of these discussions, an engagement letter with Northern Securities was signed by Kasner on behalf of GLR on October 17, 2005.
4. On October 24, 2005, GLR announced both a private placement unit offering of a value up to $500,000 and a flow-through share offering of a value of $600,000. This offering was to close on December 2, 2005.
5. Pursuant to OSC Rule 48-501, it is intended that persons who fall within a defined category of persons called “issuer-restricted persons” shall not trade in securities of an issuer making a restricted private placement during a defined time frame called the “issuer-restricted period”.
6. The issuer-restricted period in this offering of GLR securities ran from October 15, 2005 until December 2, 2005. By virtue of his position in GLR, Kasner was an issuer-restricted person during this issuer-restricted period.
Kasner’s Trading During the Issuer Restricted Period
7. From October 17, 2005 up to and including November 1, 2005, on eight separate occasions, Kasner purchased a total of 56,500 shares of GLR for a total price of $16,969.62.
CONDUCT CONTRARY TO THE PUBLIC INTEREST
8. It was contrary to the public interest for Kasner to purchase shares in GLR during the issuer-restricted period.
9. Such further allegations as Staff may advise and the Commission may permit.
DATED at Toronto this 17 day of April, 2007.