Order: Ontario Securities Commission v St-Jean

Temporary Order
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IN THE MATTER OF DANIEL ST-JEAN, 7120671 CANADA INC., 8795436 CANADA INC., and AETOS GREEN ENERGY DSJ INC.
TEMPORARY ORDER
(Subsections 127(1) and 127(5.1))

WHEREAS:

  1. It appears to the Ontario Securities Commission (the Commission) that:
    1. Daniel St-Jean (St-Jean), an Ontario resident, is the principal of 7120671 Canada Inc. (712 Canada), 8795436 Canada Inc. (879 Canada) and AETOS Green Energy DSJ Inc. (AETOS and, with 712 Canada and 879 Canada, the Companies);
    2. Neither St-Jean nor any of the Companies have ever been registered with the Commission in any capacity, and St-Jean is not a licensed mortgage broker;
    3. St-Jean has been soliciting investments in the Companies purportedly for use as loans for real estate development by third parties;
    4. St-Jean, 712 Canada and AETOS have solicited investments in connection with (i) a large solar farm project in Greece and (ii) the proposed development of a residential subdivision across multiple adjacent lots in Hantsport, Nova Scotia (the Hantsport Development), among other projects and properties;
    5. Most if not all of the funds raised by AETOS, purportedly for the Hantsport Development, were not used for that purpose and may have been used for the solar farm project in Greece;
    6. St-Jean personally invested $600,000 in the solar farm project in Greece;
    7. Between 2021 and 2023, St-Jean and the Companies, without authorization from new investors, may have used some proceeds of new investments in 712 Canada and AETOS to pay interest owing to previous investors.
    8. By March 2023, 712 Canada and AETOS began defaulting on their own interest and principal repayment obligations to investors;
    9. St-Jean and 879 Canada are continuing to raise funds from investors;
    10. St-Jean and the Companies may have breached Ontario securities law and acted contrary to the public interest, including by:
      1. engaging or participating in an act, practice or course of conduct relating to securities that the person or company knows or reasonably ought to know perpetrates a fraud on any person or company, contrary to section 126.1(1)(b) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the Act);
      2. engaging in or holding himself out as engaging in the business of trading in securities without being registered and without an applicable exemption from the registration requirements, contrary to section 25 of the Act;
      3. trading in securities that would constitute a distribution of the securities, without a prospectus having been filed and without an applicable exemption from the prospectus requirements, contrary to subsection 53(1) of the Act;
    11. The Commission is conducting an investigation into the conduct described above;
  2. The Commission is of the opinion that the time required to conclude a hearing could be prejudicial to the public interest; and
  3. The Commission is of the opinion that it is in the public interest to make this Order.

IT IS ORDERED pursuant to section 127 of the Act that:

  1. pursuant to clause 2 of subsection 127(1), all trading in securities of 712 Canada, 879 Canada and AETOS shall cease;
  2. pursuant to clause 2 of subsection 127(1), trading in any securities by St-Jean, 712 Canada, 879 Canada, AETOS, or by any person on their behalf, including but not limited to any act, advertisement, solicitation, conduct, or negotiation, directly or indirectly in furtherance of a trade, shall cease;
  3. pursuant to clause 3 of subsection 127(1), any exemptions contained in Ontario securities law do not apply to St-Jean, 712 Canada, 879 Canada, or AETOS; and
  4. pursuant to subsection 127(6) of the Act, this order shall take effect immediately and shall expire on the 15th day after its making unless extended by order of the Capital Markets Tribunal.

DATED at Toronto, this 29th day of July 2024.

“Grant Vingoe”