Case information

Provincial offences — Securities Act — Motion for extension of time to appeal conviction — Application to withdraw guilty pleas — Whether there is interlocutory appeal in Quebec penal law other than those referred to in art. 292 of Code of Penal Procedure, CQLR, c. C-25.1 — Meaning to be given to arts. 228, 266, 267, 271 and 272 of Code of Penal Procedure and rule 19 of Rules of practice of the Québec Superior Court in Penal Matters, CQLR, c. C-25.1, r. 5, when appellant wishes to add grounds relating to guilt where those initially raised relate solely to sentence (or vice-versa) — Whether contravening s. 2.4(3) of Regulation 45-106 respecting Prospectus and Registration Exemptions, CQLR, c V-1.1, r. 21, has effect of revoking prospectus exemption provided for in s. 2.4 of said Regulation ? Code of Penal Procedure, CQLR, c. C-25.1, arts. 266, 267, 271, 272, 291, 292 ? Regulation 45-106 respecting Prospectus and Registration Exemptions, CQLR, c. V-1.1, r. 21 ? Rules of practice of the Québec Superior Court in Penal Matters, CQLR, c. C-25.1, r. 5, rule 19.

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The applicants, Mr. Charest and Mr. Desroches, established 2919-8050 Québec inc. in 2010 to solicit investments in order to take control of Global Immune Technologies (GIMU), a public company at the development stage operating in the United States in the field of home distribution of food products. In August 2012, the applicants consulted a lawyer to find out their obligations in relation to the Securities Act, CQLR, c. V-1.1 (SA). The lawyer allegedly told them verbally that they could look for investors through a private investment club without completing any other formalities. The applicants subsequently solicited potential investors. In March 2013, they created a second company, 9279-7445 Québec inc. This time, they solicited new investors along with their lawyer. The purpose of that undertaking was allegedly to create a group of investors, still with a view to taking control of GIMU. In all, 24 investors were recruited through shareholdings in the two companies created by the applicants. The total investment amount was $431,200. In December 2013, the applicants informed all the shareholders that the project had failed and that their shares had no tangible value.

In January 2014, the Autorité des marchés financiers began investigating the applicants’ conduct. In February 2016, it served statements of offence on the applicants. In September 2017, the Financial Markets Administrative Tribunal ordered the applicants to cease transactions in securities and to cease acting as advisers. In November 2017, the applicants admitted their guilt on 171 counts for offences under the SA. The Tribunal then required the parties to make submissions on sentencing on February 21, 2019, following numerous postponements resulting mainly from the applicants’ actions. On August 13, 2019, the applicants were sentenced by the Court of Québec to fines and an 18-month term of imprisonment. On August 26, 2020, the applicants served and filed an amended notice of appeal, seeking to withdraw their guilty pleas. The Superior Court dismissed the motion for an extension of time to seek the withdrawal of the guilty pleas and dismissed the appeal from the sentence. The Court of Appeal dismissed the motion for leave to appeal.