“Eat a bag of dicks, Parry,” said the email the day after we accused streaking venture exchange company Saint Jean Carbon (SJL.V) of bullshitting about an off-take deal to supply Panasonic with graphite. It wasn’t the only one we received, but the stock duly went down as folks leafed through the evidence.
And then the regulators demanded Saint Jean ‘clarify’ their news, which led them to confirm there, indeed, was no off-take deal agreed to. And the stock went down more.
And then the regulators demanded ANOTHER clarification, in which the company admitted it had sent next to no graphite, that there was no deal in place, and that Panasonic was all, “Nope,” when asked about it all. And the stock went down more.
Thursday, the stock slipped to lower than it had been before the great bullshit Panasonic deal lie was spun, to $0.065. SJL had traded at around $0.08 for a while before streaking upwards to the $0.30s in a handful of days. We called bullshit (right in the headline!) while it was still going up.
The reason the stock slipped Thursday indicates much peril to come for SJL’s directors, insiders, and, in some cases, their significant others.
INSIDER TRADING INVESTIGATION
The Alberta Securities Commission has gone all Elliott Ness on SJL, with an order that bans reporting insiders from trading for a minimum of 15 days (while allowing the public to do so, so as to not be unduly burdened by the length of time it’ll take to unfold a full investigation), and accuses several of suspicious trading activity right as the stock took off.
The document makes for interesting reading, but the sweet spots include:
The Company issued a press release, picked up by the Globe Newswire on February 28, 2017 (the Press Release (Feb 28)), representing, among other things, that: (a) It had received its “first order” from Panasonic Corporation to supply graphite anode material; (b) The order consisted of two specifications; (c) The order was part of an offtake agreement to supply multiple tonnes of anode material monthly for a number of years; and (d) That the deal was considered to be the Company’s “greatest accomplishment; to be recognized and awarded with an order to supply one of the world’s best technology companies, is a tremendous accomplishment for the team”.
We called bullshit on that. We were right.
On March 6, 2017, Staff of the ASC received a copy of a document entitled “purchase order” issued by Panasonic Procurement Asia Pacific, Singapore (PPAP), to the Company, dated February 24, 2017 (the Purchase Order). 4 #5339843 v2
The Purchase Order:
(a) Claimed a value of $6.64 for a 5 kg quantity sample;
(b) Was for one specification, “Grade A Flakes”; and
(c) Was declared as having no commercial value
And the CEO knew it.
On March 16, 2017, Staff of the ASC received a copy of email communications between Ogilvie, to a Panasonic Corporation, dated February 23, 2017, wherein Ogilvie had expressly requested that the sample be provided under a form of “purchase order,” with the custom and duty value marked as having no commercial value.
The Company misled investors by inflating the value of the sample provided to Panasonic Corporation and by ascribing to both parties a commitment of a future business relationship that was not in fact the case; (d) The Company misled investors by misrepresenting that there was an “offtake agreement” with Panasonic Corporation, when in fact there was not.
Now let’s get to the good stuff, where people are going to get in trouble and such:
Following the Press Release (Feb 28), but before the Press Release (Mar 3), a number of suspicious trades occurred by “reporting insiders” and/or persons in a special relationship with “reporting insiders”, as that term is defined at section 1.1 of NI 55-104.
Leona M Callihoo-Pearson (Callihoo-Pearson), is the spouse of Director, Pearson. [..] On March 1, 2017, Callihoo-Pearson sold on the public market 150,000 common shares for $0.275, for total gross sale proceeds of $41,250 CDN.
Jo Ann Madill (J Madill) resides at the same address as Director, Madill. [..] On March 2, 2017, J Madill sold on the public market 200,000 common shares for $0.30, for total gross sale proceeds of $60,000 CDN.
Dick van Wyck (van Wyck) is a self-reported insider of the Company vis-à-vis serving as a senior officer. [..] On March 1, 2017, van Wyck sold on the public market 600,000 common shares for $0.22, and 300,000 common shares for $0.21, for total gross sale proceeds of $195,000 CDN.
The sale of substantial securities holdings by these reporting insiders and/or persons in a special relationship with reporting insiders immediately following the issuance of the Press Release (Feb 28), which in the prima facie submission of Staff contained material misrepresentations as to the nature, extent, significance and accuracy of the Purchase Order and the Offtake Agreement, gives rise to concerns about whether illegal insider trading and/or market manipulation may have occurred.
This company has turned into a massive clusterfrance, and we’re going to pay special attention to it as the ASC investigation rolls out.
— Chris Parry