Augusta Resource’s top officers have a history of bankruptcies, cease trade orders and stock exchange delistings

Augusta Resource Corporation Chairman Richard Warke and board member Donald B. Clark have been business partners for more than two decades.

Warke, a venture stock promoter, and Clark, a banker, have served on the board of directors of several Vancouver, B.C.-based public companies.

From their offices in the Terminal City Tower overlooking downtown Vancouver’s waterfront, Warke and Clark now manage several speculative mining companies including Augusta Resource Corporation, Wildcat Silver Corporation and Riva Gold Corporation.

Augusta owns the Rosemont Copper Company, which is seeking permits to build an open pit copper mine in the Santa Rita Mountains south of Tucson. Wildcat Silver is seeking government permits to construct a silver mine near Patagonia, Ariz. Riva Gold has mining claims in Guyana.

Richard Warke

Their business partnership began in 1991, when both men served on the board of First Western Metals. First Western ran into financial difficulties and was issued cease trade orders by Canadian securities regulators in 1991 and 1992. First Western later changed its name to Augusta Metals Corp. before acquiring Cybercom, Inc.

Warke and Clark were on the Cybercom board when Canadian regulators issued the education software company a cease trade order in 2002 for failing to file annual financial statements. The CTO was never lifted.

Warke and Clark also served on the board of directors of West Coast Plywood Company and were corporate officers when the company filed for bankruptcy in July 1995.

Wark and Clark, along with four other current and former board members of Augusta Resource, served on the board of Sargold Resource Corporation. Sargold operated an open-pit gold mine in Sardinia. See related story and documentary.

Clark also has an extensive background on the board of directors of several U.S. corporations, most notably, Pasadena, Calif.-based Conversion Industries, Inc.

Clark resigned from the Conversion board of directors in October 1994, 12 days after the American Stock Exchange announced its intention to delist Conversion for alleged trading irregularities.

Donald Clark

Conversion reached a settlement agreement with the U.S. Securities and Exchange Commission in March 1995 and agreed to be delisted from the AMEX. Conversion filed bankruptcy in May 1995.

Warke’s business history includes a 1989 insider trading settlement agreement with a British Columbia Securities Commission and a personal bankruptcy proposal filed in September 1998 and satisfied in November 2002.

Warke is listed on the British Columbia Securities Commission website under the commission’s “Disciplined Persons and Investment Caution” section.

The corporate and personal bankruptcies, stock exchange delistings and cease trade orders described above were not disclosed in some subsequent filings by public companies that included Warke and Clark as directors. Among these companies is Augusta Resource.

Warke’s personal bankruptcy was frequently omitted from corporate disclosures that require personal bankruptcies to be reported for 10 years. Augusta Resource, for example, did not disclose Warke’s bankruptcy filing even as the case was ongoing between Sept. 15, 1998 and Nov. 22, 2002.

Augusta Resource did not disclose Warke’s bankruptcy until April 6, 2006, regulatory filings indicate. Augusta Resource continued to disclose Warke’s bankruptcy in 2007 and 2008.

The company, as well as other public companies that include Warke and Clark on the board of directors, have not disclosed the bankruptcy since October 2008, except on one occasion.

Ventana Gold Corporation disclosed the bankruptcy on Oct. 31, 2008, which is more than 10 years after Warke filed the petition on Sept. 15, 1998.

The company stated: “The Trustee acting in the Proposal certified the Proposal as fully performed on November 21, 2002 and he was thereby discharged.”

British Columbia Securities Commission Deputy Director of Finance Andrew Richardson stated in a Dec. 15, 2010 telephone interview that personal bankruptcy proceedings must be reported on corporate disclosures for 10 years from the date of filing the initial case and continuing through the date the bankruptcy is concluded. If a case takes four years to conclude, the effective disclosure period is 14 years, he said.

In early September, BCSC spokesman Richard Gilhooley stated in an email that the 10-year disclosure period is not tied to the conclusion date of a bankruptcy. Gilhooley said there are certain events, however, that can trigger the initiation of the 10-year disclosure period beyond the initial filing date of the bankruptcy.

Gilhooley said the Commission does not have a “definitive answer” of whether Warke’s October 2002 bankruptcy default is a triggering event that requires disclosure of the bankruptcy for 10 years from the default date.

InvestigativeMEDIA has included all known examples of companies failing to disclose Warke’s bankruptcy from 2000 through 2012 in a written and video timeline of the business history of Augusta Resource’s longtime business partners.

1. Oct. 1, 1988

Richard Warke files false insider trading report

Warke files a false insider trading report with the British Columbia Securities Commission.

2. Nov. 28, 1989
Warke signs Settlement Agreement with British Columbia Securities Commission

The agreement settles BCSC claims that Warke filed inaccurate insider trading disclosures with regulators. Warke agrees to pay a $500 fine and waives right to hearing. The settlement agreement continues to appear on the BCSC website under the heading: “Disciplined Persons and Investment Caution”.

3. Feb. 6, 1991
Donald B. Clark joins Warke on board of First Western Minerals Inc.

First Western later becomes Augusta Metals before acquiring CyberCom Systems and assuming CyberCom’s name.

4. Sept. 1, 1991
Cease Trade Order issued against First Western Minerals

British Columbia Securities Commission issues a cease trade order for filing late financial statements. The order is lifted in December 1991. Warke and Clark are on board of directors.

5. July 1, 1992
Second Cease Trade Order issued against First Western Minerals

Cease trade order resulted from filing late financial statements. The order is lifted in October 1992. Warke and Clark are on board of directors.

6. March 11, 1993
TD Bank sues Warke.

TD Bank files suit in Vancouver, BC Law Courts.

7. Nov. 2, 1993
Hong Bank Bank sues Warke

Suit filed in Vancouver, BC Law Courts.

8. March 20, 1994
New York Times reports irregularities involving Conversion Industries and American Stock Exchange

“Donald Clark, the No. 2 man at Conversion, dismissed the Conversion sales as being so small they would not be of “any concern to anybody”…”
Wall Street: An Embarrassment

9. March 30, 1994
AMEX suspends trading of North American Recycling Systems

Clark is on the board of North American. NARS is tied to Conversion Industries through millions of dollars in loans.
Recycling Firm’s Stock Can’t Use Amex

10. Aug. 1, 1994
Clark resigns as Pesident and Chief Operating Officer of Conversion

Clark remains on Conversion’s board of directors.

11. Oct. 11, 1994
AMEX announces plans to delist Conversion Industries, Inc.

The American Stock Exchange decides to delist Conversion’s stock over disclosure issues. The AMEX alleges the company has:

(i) issued materially misleading press releases;

(ii) failed to cooperate with the Exchange in the day-to-day application of the Exchange’s corporate disclosure policies;

(iii) failed to safeguard material non-public information concerning corporate developments at Conversion and Beta Well;

(iv) acted, in concert with others, to “leak” material non-public information to select members of the investment community; and

(v) acted, in concert with others, to interfere with the operation of a fair and orderly market by behavior intended to affect the prices of the common stocks of Beta Well, Conversion and CVD Financial Corporation.”

Additionally, the Exchange has determined that Conversion no longer satisfies the Exchange’s financial guidelines for continued listing.

12. Oct. 23, 1994
Clark resigns from Conversion Industries Board of Directors

Clark, the President of COO Conversion from January 1990 to August 1994, resigns from its Board of Directors.

13. Dec. 6, 1994
Statordyne removes Donald Clark from its Board

Los Angeles Times: “Statordyne Corp., in an effort to distance itself from Conversion Industries Inc., said Monday it has removed…Donald B. Clark from its board of directors.”
Statordyne Removes Two Conversion Officials

14. March 15, 1995
Conversion Industries agrees to be delisted from AMEX

Conversion settles dispute with U.S. Securities and Exchange Commission and agrees to be delisted from the AMEX. The settlement comes less than five months after Clark resigned from board.

15. March 25, 1995
Statordyne agrees to be removed from AMEX

Statordyne’s removal from AMEX comes less than four months after Clark resigned from its board of directors.

16. May 19, 1995
Conversion Files Bankruptcy

Filing comes less than seven months from when Clark resigned from the board of directors.

17. July 27, 1995
West Coast Plywood Company, Vancouver, BC files Bankruptcy

Warke was an officer and Director of WCPC from June 4, 1993 to July 27, 1995. Clark was CEO and Director of WCPC from Aug. 15, 1994 to July 27, 1995.

18. August 23, 1995
Statordyne files Chapter 11 bankruptcy

Filing comes less than 9 months after Clark resigns from board.

19. Jan. 11, 1996
British Columbia Securities Commission issues Cease Trade Order for Conversion Industries
cease trade order

20. Feb. 1, 1996
Warke and Clark on board of directors Hol-Lac Gold Mines Ltd.

Hol-Loc Gold becomes Augusta Resource Corp. in July 1997. Ten years later, Augusta becomes the parent company of Rosemont Copper Company.
Augusta Resource 2000 AIF

21. July 3, 1997
Hol-Lac Gold Mines changes name to Augusta Resource Corp.

Augusta Resource’s board includes Warke and Clark.
Augusta Resource 2000 AIF

22. Sept. 15, 1998
Warke Files Personal Bankruptcy Proposal

Total Assets: $141,450
Total Debts; $992,600 including $800,000 to Canadian tax authorities from 1987-1991.
Warke Bankruptcy Notice of Proposal
Warke Bankruptcy Statement of Affairs
Warke Bankruptcy Trustee Report
Warke Bankruptcy Cash Flow Report
Warke Bankruptcy Distribution Report

23. Sept. 29, 1998
Warke Bankruptcy First Meeting of Creditors

Canadian Revenue official lists Warke’s unpaid federal taxes at $822,140; Warke also owes Royal Bank of Canada $68,400 and $100,000 to CIBC.
Warke Bankruptcy First Creditors Meeting

24. Oct. 1, 1998
Augusta Corp. begins trading on Toronto Venture Stock Exchange

Pulse Data transfers all assets to Augusta Corp. on Sept. 30, 1988 and begins trading on Toronto Venture Stock Exchange. Augusta Corp. becomes Canley Developments in 2001 before changing name to Sargold Resource in 2003.
Augusta Corp/Canley Dev AIF 12-2002

25. March 11, 1999
Warke Bankruptcy Continuation of First Meeting of Creditors

Warke emphasizes that if his debtor’s proposal is rejected and he is forced into “automatic bankruptcy”, he would be ineligible to act as a director of a public company. Warke offers to settle $1.3 million in debts with a $400,000 payment over time.
Warke Bankruptcy Continuation of First Creditors Meeting

26. April 20, 1999
Warke Bankruptcy – BC Supreme Court approves proposal

Warke’s proposal to pay the trustee $400,000 by Oct. 1, 2002 is approved by court. The payment is secured by a third mortgage on his wife’s home.
Warke Bankruptcy BC Court Approves Proposal

27. June 9, 2000
Augusta Metals Management Information Circular 2000

The company does not disclose Warke’s ongoing personal bankruptcy proposal.

Instead, the Company states:

“No director, officer or promoter of the Corporation has, within the five years preceding the date of this Circular, been declared bankrupt or made a voluntary assignment in bankruptcy or insolvency or has been subject to or instituted any proceedings, arrangements or compromises with creditors or has had a receiver, receiver manager or trustee appointed to hold his assets.”

Augusta Metals 2000 Information Circular

28. Sept. 14, 2000
Augusta Metals acquires CyberCom

Augusta Metals (formerly First Western) purchases assets of CyberCom, an educational software company. Cybercom was 82 percent owned by Augusta Capital Corp., a private corporation controlled by Warke. Cybercom board includes: Warke, Clark, R. Stuart Angus and Tom Bencic.
Augusta Metals acquires Cybercom

29. Jan. 17, 2001
Warke Bankruptcy Second Meeting of Creditors

Since last meeting in April 1999, Warke has not filed tax returns on time and has not paid the taxes when due. Bankruptcy inspectors waive declaring proposal in default if Warke meets several demands. Warke’s annual income of less than $80,000 barely covers $72,000 annual mortgage payments.
Warke Bankruptcy Second Creditors Meeting

30. March 9, 2001
Augusta Resource Annual Information Form

1. Company does not disclose Warke’s ongoing personal bankruptcy proceedings.

Instead, the Annual Information Form states:
“None of the directors, officers or promoters of the Issuer, or shareholders holding 20% or more of the issued and outstanding shares of the Issuer have, within the past ten (10) years, been declared bankrupt or made a voluntary assignment in bankruptcy, made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of that issuer.

2. Augusta Resource does not disclose that Warke and Clarke were on the board of directors of West Coast Plywood Company when it filed for bankruptcy on July 27, 1995.

Instead, the Annual Information Form states:
“None of the directors, officers or promoters are, or have been within the past ten (10) years, directors, officers or promoters of other issuers which were declared bankrupt or made a voluntary assignment in bankruptcy, made a proposal under any legislation relating to bankruptcy or insolvency or has been subject to or instituted any proceedings, arrangement, or compromise with any creditors or had a receiver, receiver manager or trustee appointed to hold the assets of that issuer.”

3. Augusta Resource does not disclose that while Warke and Clark were on the board of directors of First Western Metals (Augusta Metals) the company was issued cease trade orders for more than 30 days in Sept. 1991 and again in July 1992 for failing to file financial statements.

Instead, the Annual Information Forms states:

“None of the directors, officers or promoters of the Issuer are, or have been within the past ten (10) years, a director, officer or promoter of other reporting companies which, during such individual’s tenure, was the subject of a cease trade or similar order that denied that issuer access to any statutory exemptions for a period exceeding thirty (30) consecutive dates.”
Augusta Resource 2000 AIF

31. June 7, 2002
Augusta Resource 2001 Annual Information Form

Company does not disclose Warke’s ongoing personal bankruptcy proceedings.

Augusta Resource 2001 AIF

32. Aug 7, 2002
Toronto Venture Stock Exchange issues letter on Warke Bankruptcy

TSX purportedly issues letter stating Warke is acceptable to act as director of Augusta Resource despite filing the bankruptcy proposal.

Augusta Resource 2006 AIF

33. Aug 9, 2002
CIBC sues Richard Warke

Canadian Imperial Bank of Commerce seeks $36,605 from Warke for credit card purchases; Seeks $9,419 from his wife, Carlotte. Warke claims in filings he contacted bank’s attorney but was unable to get further information on what he called “questionable charges” on a “corporate account.” No further records.
CIBC sues Warke

34. Oct. 3, 2002
Warke defaults on bankruptcy proposal

During fifth meeting of creditors, Warke is given 30 days notice to cure default under his proposed bankruptcy plan. Records state Warke “offered to pay $50,000 in order to buy an undetermined amount of time so he could sell the property (wife’s home) or refinance.” Warke’s unpaid tax bill is $1.432 million.
Warke defaults on bankruptcy proposal

35. Nov. 15, 2002
Warke settles bankruptcy with $523,000 payment

Trustees release mortgage on Carlotta Warke’s home. A certificate of full performance of bankruptcy proposal is issued on Nov. 21, 2002.
Warke settles bankruptcy

36. Nov. 22, 2002
Cybercom Systems Inc. issued cease trade order

Warke and Clark on board. Cease Trade Order issued for failure to file audited financial statements for year ended Jan. 31, 2002. Clark had been director since Feb. 6, 1991; Warke director since Dec. 1, 1989.
Cybercom Cease Trade Order

37. March 14, 2003
Canley Development (Sargold) 2002 Annual Information Form

The company does not report Warke’s personal bankruptcy.

Canley Developments 2002 AIF

38. March 17, 2003
British Columbia Supreme Court discharges Warke bankruptcy trustee

The action formally ends Warke’s bankruptcy proposal. Warke settles proven claims of $904,000 with $530,000 payment using funds from third mortgage on wife’s home.
Warke Bankruptcy Trustee discharged

39. July 16, 2003
Augusta Resource 2002 Annual Information Form

Company does not disclose Warke’s recently concluded personal bankruptcy proceedings.

40. March 30, 2004
Canadian National Policy for Financial Disclosures Implemented; NI51-102F2 for Annual Information Form

10.2 Cease Trade Orders, Bankruptcies, Penalties or Sanctions
(1) If a director or executive officer of your company, or a shareholder holding a sufficient number of securities of your company to affect materially the control of your company

(a) is, as at the date of the AIF or has been, within the 10 years before the date of the AIF, a director or executive officer of any company (including your company), that while that person was acting in that capacity,
(i) was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days, state the fact and describe the basis on which the order was made and whether the order is still in effect;
(ii) was subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days, state the fact and describe the basis on which the order was made and whether the order is still in effect; or
(iii) or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, state the fact; or

(b) has, within the 10 years before the date of the AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, officer or shareholder, state the fact.
51-102F2 Annual Information Form

41. March 30, 2004
Canadian National Policy for Financial Disclosures implemented; NI51-102F5 requirements for “Management Information Circular”

7.2 If a proposed director
(a) is, as at the date of the information circular, or has been, within 10 years before the date of the information circular, a director or executive officer of any company (including the company in respect of which the information circular is being prepared) that, while that person was acting in that capacity,
(i) was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days, state the fact and describe the basis on which the order was made and whether the order is still in effect;
(ii) was subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days, state the fact and describe the basis on which the order was made and whether the order is still in effect; or
(iii) or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, state the fact; or

(b) has, within the 10 years before the date of the information circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director, state the fact.
51-102F5 Information Circular

42. April 29, 2004
Sargold 2004 Management Information Circular

1. Company does not disclose Warke bankruptcy proposal.

NI51-102F5 7.2 (b): If a proposed director

“has within the 10 years before the date of the information circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director, state the fact.”

2. Company does not disclose that while Warke and Clark were on the board of Cybercom, the company was issued a cease trade order on Nov. 22, 2002 for failure to file audited financial statements.

NI51-102F5 7.2(a)(i) If a proposed director

(a) is, as at the date of the information circular, or has been, within 10 years before the date of the information circular, a director or executive officer of any company (including the company in respect of which the information circular is being prepared) that, while that person was acting in that capacity,

(i) was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days, state the fact and describe the basis on which the order was made and whether the order is still in effect;

3. The company does not disclose that Warke and Clark served on the board of West Coast Plywood Company when the company filed for bankruptcy on July 27, 1995.

NI51-102F5 7.2(a) If a proposed director

(iii) or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, state the fact;

4. The company does not disclose that while Clark served on the boards of Conversion Industries and Statordyne, both of which filed for bankruptcy within one year of his resignation from their respective boards.

NI51-102F5 7.2(a)(iii): If a proposed director

43. May 7, 2004
Augusta Resource 2004 Management Information Circular

1. Company does not disclose Warke bankruptcy proposal.

NI51-102F5 7.2 (b): “If a proposed director

2. Company does not disclose that while Warke and Clark were on the board of Cybercom, the company was issued a cease trade order on Nov. 22, 2002 for failure to file audited financial statements. The cease trade order was never lifted.

NI51-102F5 7.2(a)(i) If a proposed director

44. July 27, 2004
Cybercom delisted from TSX Venture Exchange
Cybercom Corporate History

45. April 18, 2005
Augusta Resource signs option agreement to purchase Rosemont Ranch LLC

The $20.8 million purchase is payable over three years. The Rosemont Ranch land is where Augusta Resource’s subsidiary Rosemont Copper Company intends to dig a mile-wide, half-mile deep open pit copper mine.
Augusta Resource Sept. 30 2005 AIF

46. May 9, 2005
Sargold 2005 Management Information Circular

1. The company does not disclose Warke’s bankruptcy proposal.

NI51-102F5 7.2 (b): If a proposed director

“has, within the 10 years before the date of the information circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director, state the fact.”

For the first time, a Sargold proxy includes discussion of cease trade and corporate bankruptcies and includes reference to West Coast Plywood Company bankruptcy and the Cybercom trading halt.
Sargold 2005 Management Information Circular

47. May 16, 2005
Augusta Resource 2005 Management Information Circular

1. The company does not disclose Warke’s bankruptcy proposal.

NI51-102F5 7.2 (b): If a proposed director

For the first time, a Sargold proxy includes discussion of cease trade and corporate bankruptcies and includes reference to West Coast Plywood Company bankruptcy and the Cybercom trading halt.

Augusta Resource 2005 Management Information Circular

48. July 26, 2005
Gil Clausen, President and CEO of Augusta Resource, joins Sargold Board of Directors

All six Sargold directors also serve on Augusta Resource’s seven-member board including: Warke (Sargold May 1998; Augusta Resource, Feb. 1, 1996) , Donald B. Clark (Sargold, May 1998; Augusta Resources Feb. 1996), Robert P. Wares (Sargold, May 1998; Augusta Resource, April 1999), Christopher Jennings (Sargold, March 2003; Augusta Resources April 15, 2002) and Michael Steeves (Sargold, Jun 23, 2005; Augusta Resource June 8, 1999)
Gil Clausen joins Sargold Board

49. Feb. 3, 2006
Augusta Resource Corporation files 2004 Annual Information Form

1. The company does not disclose Warke’s personal bankruptcy.

Under NI5-102F2 (b) requires a director to disclose that “within the 10 years before the date of the AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, officer or shareholder, state the fact.

The 10-year regulatory disclosure requirements are effective from the date of filing. It is unknown why Augusta Resource did not file the 2004 AIF in early 2005 as is normal practice. If the AIF had been filed by March 15, 2005, it appears Augusta could have been required to disclose the following:

That Warke and Clark were on the board of directors of West Coast Plywood when it filed bankruptcy on July 27, 1995.

Augusta Resource 2004 Annual Information Form

50. April 6, 2006
Augusta Annual Information Form

For the first time, Augusta reveals Warke’s bankruptcy proposal.

Augusta Resource 2005 Annual Information Form

51. May 24, 2006
Sargold 2006 Management Information Circular

For the first time, Sargold discloses Warke’s bankruptcy proposal.
Sargold 2006 Management Information Circular

52. July 14, 2006

Augusta files registration documents with US Securities & Exchange Commission

As part of its registration submission to the U.S. Securities and Exchange Commission, Augusta includes an Annual Information Form for 2004 that is dated Feb. 6, 2006.

The AIF does not disclose Warke’s Sept. 15, 1998 bankruptcy proposal or the fact that he was in default on Oct. 3, 2002 and it was not satisfied until Nov. 21, 2002.

The 10-year regulatory disclosure requirements are effective from the Feb. 6, 2006 date of filing with BCSC. It is unknown why Augusta Resource did not file the 2004 AIF in early 2005 as is normal practice. If the AIF had been filed by March 15, 2005, it appears Augusta could have been required to disclose the following:

That Warke and Clark were on the board of directors of West Coast Plywood when it filed bankruptcy on July 27, 1995.

AugSECAIF2004 and SEC Docket

53. August 10, 2006
Augusta Resource moves from Toronto Venture Stock Exchange to Toronto Stock Exchange

Augusta Resource graduates from Toronto’s venture stock exchange to Canada’s major stock exchange.
Augusta Resource begins trading on TSX

54. Nov. 30, 2006
Augusta Resource listed on the American Stock Exchange

The listing requires the company to file reports with the Securities and Exchange Commission.
Augusta Resource begins trading on AMEX

55. March 1, 2007
Augusta Resource 2006 Annual Information Form

Warke discloses personal bankruptcy.

Augusta Resource 2006 Annual Information Form

56. July 1, 2007
Augusta Resource (Arizona) changes name to Rosemont Copper Company

Rosemont is 100 percent owned by Augusta Resource (Canada). Rosemont is the company’s only material subsidiary.
Augusta Resource 2007 Annual Information Form

57. Oct. 30, 2007
Sargold Merges with Buffalo Gold

Sargold merges with Buffalo Gold transferring its assets in a Sardinia, Italy gold mine and exploration rights to Buffalo Gold in exchange for Buffalo stock. Sargold shareholders retain a 25 percent share of the merged company.
Sargold press release on merger

58. July 24, 2008
Warke becomes Chairman and CEO of Ventana Gold

Warke joins Clark on board of Ventana Gold Corp.; Warke owns or controls 7,534,052 shares of the company for an 11.85% stake.
Warke becomes chairman and CEO of Ventana

59. Oct. 15, 2008
Wildcat Silver 2008 Management Information Circular

Warke joins board of directors and controls 5.8 percent of the shares (4.8 million shares).

Company does not disclose Warke’s bankruptcy proceedings and the fact that he was in default of his Sept. 1998 proposal on Oct. 3, 2002. Warke satisfied the proposal on Nov. 21, 2002.

NI5-102F5 7.2(c) If a director

The company states:
“No director or proposed management nominee for election as director of the Company has, within the ten years prior to the date of this Circular, become bankrupt or made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that individual.”
Wildcat Silver Oct 2008 Management Information Circular

60. Oct. 31, 2008
Ventana Gold Corp 2008 Annual Information Form

Ventana reports Warke’s personal bankruptcy filing, acknowledging that bankruptcy was not discharged until Nov. 21, 2002.

“Richard Warke filed a proposal (the “Proposal”) with the Official Receiver under the Bankruptcy and Insolvency Act on September 15, 1998. Despite filing the Proposal, by letter dated August 7, 2002 the TSX-V confirmed that Mr. Warke is acceptable to act as a director of the Company.

“The Trustee acting in the Proposal certified the Proposal as fully performed on November 21, 2002 and he was thereby discharged.” (emphasis added)

Ventana Gold 2008 AIF

61. Nov. 7, 2008
Ventana Gold begins trading on Toronto Stock Exchange

Trading on TSX

62. Nov. 10, 2008
Ventana Gold 2008 Management Information Circular

Company does not disclose Warke’s bankruptcy proceedings and the fact that he was in default of his Sept. 1998 proposal on Oct. 3, 2002. Warke satisfied the proposal on Nov. 21, 2002.

NI5-102F5 7.2(c) If a director

63. March 25, 2009
Augusta Resource 2008 SEC 40-F Annual Report referencing 2008 AIF

The company does not disclose Warke’s personal bankruptcy proposal that was filed in British Columbia in Sept. 1998 but was in default as of Oct. 3, 2002. The Bankruptcy proposal was satisfied on Nov. 21, 2002.

Amended 51-102F5
10.2 Cease Trade Orders, Bankruptcies, Penalties or Sanctions
Reg. 10.2 (b)
(If a director) has, within the 10 years before the date of the AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder, state the fact.

The company states:
“No director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company,
(b) has, within the 10 years before the date of this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.
2008 SEC 40-F

64. May 12, 2009
Buffalo Gold Trading Halt

British Columbia Securities Commission’s halts trading after company fails to submit audited financial statements for December 31, 2008.

Buffalo Cease Trade Order

65. June 11, 2009
Augusta Resource Management Information Circular

Company does not disclose Warke’s bankruptcy proceedings and the fact that he was in default of his Sept. 1998 proposal on Oct. 3, 2002. Warke satisfied the proposal on Nov. 21, 2002.

NI5-102F5 7.2(c) states: If a director

The company states:
“No proposed director of the Corporation is or has within the 10 years before the date of this Management Proxy Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.”
Augusta Resource 2009 Management Information Circular

66. Sept. 25, 2009
Ventana Gold 2009 Annual Information Form

Company does not disclose Warke’s bankruptcy proceedings and the fact that he was in default of his Sept. 1998 proposal on Oct. 3, 2002. Warke satisfied the proposal on Nov. 21, 2002.

67. Oct. 20, 2009
Ventana Gold Management Information Circular

Company does not disclose Warke’s bankruptcy proceedings and the fact that he was in default of his Sept. 1998 proposal on Oct. 3, 2002. Warke satisfied the proposal on Nov. 21, 2002.

NI5-102F5 7.2(c) states: If a director

The company states:
“No proposed director is, as at the date of this Circular…or has, within the 10 years before the date of the Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.”
Ventana Gold 2009 Management Information Circular

68. Nov. 12, 2009
Wildcat Silver Management information Circular

Company does not disclose Warke’s bankruptcy proceedings and the fact that he was in default of his Sept. 1998 proposal on Oct. 3, 2002. Warke satisfied the proposal on Nov. 21, 2002.

NI5-102F5 7.2(c) states: If a director

The company states:

“No proposed director is, as at the date of this Circular…or has, within the 10 years before the date of the Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.”
Wildcat Silver 2009 Management Information Circular

69. March 26, 2010
Augusta Resource 2009 SEC 40-F with 2009 Annual Information Form

Company does not disclose Warke’s bankruptcy proceedings and the fact that he was in default of his Sept. 1998 proposal on Oct. 3, 2002. Warke satisified the proposal on Nov. 21, 2002.

70. June 11, 2010

Augusta Resource Management Information Circular

Company does not disclose Warke’s bankruptcy proceedings and the fact that he was in default of his Sept. 1998 proposal on Oct. 3, 2002. Warke satisfied the proposal on Nov. 21, 2002.

NI5-102F5 7.2(c) states: If a director

The company states:
“No proposed director of the Corporation is or has within the 10 years before the date of this Management Proxy Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or
instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.”
Augusta Resource 2010 Management Information Circular

71. June 14, 2010
Wildcat Silver information circular on Riva Gold spinout

The company does not disclose Warke’s bankruptcy proceedings and the fact that he was in default of his Sept. 1998 proposal on Oct. 3, 2002. Warke satisfied the proposal on Nov. 21, 2002.

NI5-102F5 7.2(c) If a director has…within the 10 years before the date of the information circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director, state the fact.

The company states:
“No proposed director or executive officer of the Resulting Issuer has, within the ten years prior to the date of this Circular, become bankrupt or made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that individual.”
Wildcat Silver 2010 Management Information Circular

72. July 19, 2010
Wildcat Spins out Riva Gold

Incorporated on Mar 31, 2010, Riva Gold was a subsidiary of Wildcat Silver. The company has gold mining rights to claims in Guyana. Warke is Chairman and CEO. Clark is on the board of directors.
Riva Gold Spun out from Wildcat

73. Sept. 16, 2010
Ventana Gold 2010 Management Information Circular

Company does not disclose Warke’s bankruptcy proceedings and the fact that he was in default of his Sept. 1998 proposal on Oct. 3, 2002. Warke satisfied the proposal on Nov. 21, 2002.

NI5-102F5 7.2(c) states: If a director

74. Sept. 21, 2010
Ventana Gold Corp 2010 Annual Information Form

Company does not disclose Warke’s bankruptcy proceedings and the fact that he was in default of his Sept. 1998 proposal on Oct. 3, 2002. Warke satisfied the proposal on Nov. 21, 2002.

75. Oct. 6, 2010
Wildcat Silver Management Information Circular

Company does not disclose Warke’s bankruptcy proceedings and the fact that he was in default of his Sept. 1998 proposal on Oct. 3, 2002. Warke satisfied the proposal on Nov. 21, 2002.

NI5-102F5 7.2(c) states: If a director

76. Oct. 14, 2010
Riva Gold Begins Trading on Toronto Venture Stock Exchange
Riva Gold begins trading on TSX-V

77. Riva disclosure to Ontario Securities Commission

Company does not disclose Warke bankruptcy proceedings and the fact that he was in default of his Sept. 1998 proposal on Oct. 3, 2002. Warke satisfied the proposal on Nov. 21, 2002.

The company states:
13. Neither the Applicant nor any of its officers, directors, nor, to the knowledge of the Applicant or its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, is or has been subject to:
(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.
Riva Gold Disclosure to Ontario Securities Commission

78. Feb 14, 2011

Ventana Gold sold to Brazil’s richest man, Eike Batiste, for $1.56 billion, or $13.06/share.

Ventanamda21411pdf

79. March 29, 2011
Augusta Resource 2010 SEC 40-F with 2010 Annual Information Form

Company does not disclose Warke bankruptcy proceedings and the fact that he was in default of his Sept. 1998 proposal on Oct. 3, 2002. Warke satisfied the proposal on Nov. 21, 2002.

The Company states:

No director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company,

Augusta Resource SEC F-40

80. May 5, 2011

Augusta Resource Management Information Circular

Company does not disclose Warke’s bankruptcy proceedings and the fact that he was in default of his Sept. 1998 proposal on Oct. 3, 2002. Warke satisfied the proposal on Nov. 21, 2002.

NI5-102F5 7.2(c) states: If a director

The company states:

No proposed director of the Corporation is or has within the 10 years before the date of this Management Proxy Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

Augusta Resource 2011 Management Information Circular

81. May 18, 2011

Riva Gold Management Information Circular

Company does not disclose Warke’s bankruptcy proceedings and the fact that he was in default of his Sept. 1998 proposal on Oct. 3, 2002. Warke satisfied the proposal on Nov. 21, 2002.

NI5-102F5 7.2(c) states: If a director

The Company states:

No proposed director of the Company is or has within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

Riva Gold 2011 Management Information Circular

82. August 30, 2011

Wildcat Silver Annual Information Form

Company does not disclose Warke bankruptcy proceedings and the fact that he was in default of his Sept. 1998 proposal on Oct. 3, 2002. Warke satisfied the proposal on Nov. 21, 2002.

Amended 51-102F5
10.2 Cease Trade Orders, Bankruptcies, Penalties or Sanctions
Reg. 10.2 (b)
(If a director) has, within the 10 years before the date of the AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder, state the fact.

The Company states:

No director… has, within 10 years before the date of this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or become subject to or instituted proceedings, an arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

Wildcat Silver 2011 Annual Information Form

83. October 30, 2011

Wildcat Silver Management Information Circular

The Company states:

Wildcat Silver 2011 Management Information Circular

84. March 19, 2012

Augusta Resource 2011 SEC 40-F with 2011 Annual Information Form

Company does not disclose Warke bankruptcy proceedings and the fact that he was in default of his Sept. 1998 proposal on Oct. 3, 2002. Warke satisfied the proposal on Nov. 21, 2002.

Amended 51-102F5
10.2 Cease Trade Orders, Bankruptcies, Penalties or Sanctions
Reg. 10.2 (b)
(If a director) has, within the 10 years before the date of the AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder, state the fact.

The Company states:

No director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company… has, within 10 years before the date of this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or become subject to or instituted proceedings, an arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

AugustaSECF40

85. May 7, 2012

Augusta Resource Management Information Circular

Company does not disclose Warke’s bankruptcy proceedings and the fact that he was in default of his Sept. 1998 proposal on Oct. 3, 2002. Warke satisfied the proposal on Nov. 21, 2002.

NI5-102F5 7.2(c) states: If a director

The Company states:

Augusta Resource 2012 Management Information Circular

86. May 7, 2012

Wildcat Silver Management Information Circular

The Company states:

Wildcat Silver 2012 Management Information Circular

87. May 7, 2012

Riva Gold Management Information Circular

The Company states:

Riva Gold 2012 Management Information Circular

Leave a Reply Cancel reply