A mine opposition group filed a complaint this week alleging Rosemont Copper's parent company engaged in a pattern of failing to disclose bankruptcies, an insider-trading settlement, corporate cease-trading orders and other financial matters of two of its directors and related firms.
The Tucson-based environmental group called Save the Scenic Santa Ritas is asking the U.S. Securities Exchange Commission and the British Columbia Securities Commission to investigate its allegations that Augusta Resource Corp.'s nondisclosure of such information broke securities laws dating to 2001 and continuing through 2011.
The complaint, filed Monday with both securities commissions, says the lack of disclosure raises questions that could undermine public confidence in Vancouver, British Columbia-based Augusta as its Arizona subsidiary, Rosemont Copper, seeks to convince Southern Arizonans that its officials will be "good corporate citizens." The company proposes to build an open-pit mine in the Santa Rita Mountains southeast of Tucson.
Augusta Resource officials didn't return calls Tuesday seeking comment. At a news conference Tuesday in Tucson, Rosemont Copper President and CEO Rod Pace declined to comment on the complaint's specifics, saying he hadn't read them.
But speaking generally, Pace dismissed the complaint as "mudslinging." "This appears to be another attempt by the opposition to discredit a project to bring jobs and revenue to Southern Arizona.
"We've always been open and transparent with what we've done here. Augusta is in good standing with the U.S. and Canadian security regulatory agencies," Pace said. "Public companies are required to disclose this kind of information, and we disclose it. Everything they pointed out probably has been in disclosure. I have no worries about it."
"Nothing would surprise us" about the opponents' tactics, Pace continued. "We're seeing the opposition get more and more desperate as it gets closer to the finish line."
Save the Scenic Santa Ritas held its own news conference earlier Tuesday. "If we can't rely on Augusta's managers to comply with requirements to disclose information to stockholders and the public, how can we trust what they are telling us about other things?" said Vince Rabago, an attorney for the opposition group.
The information cited in the 65-page complaint, which the group said is backed by more than 2,000 pages of public records, was gathered by longtime investigative reporter John Dougherty, an award-winning journalist from Phoenix. An unsuccessful U.S. Senate candidate in 2010, Dougherty has been hired by another of the mine's opponents, Farmers Investment Co. of Sahuarita, to investigate the mining company, he said Tuesday.
Specific allegations the environmental group lists in its complaint include:
• In September 1998, Augusta Chairman Richard Warke filed for personal bankruptcy in British Columbia, reporting assets of $141,450 and debts of $992,000. In October 2002, he defaulted on his proposal to reorganize his finances but was able to remedy the default and satisfied bankruptcy requirements the following month. In 2001 and 2002, Augusta didn't disclose the bankruptcy on its annual information form filed with British Columbia. Augusta started disclosing the bankruptcy in its corporate filings in April 2006, just before it was listed on the American Stock Exchange, and kept disclosing it through June 2008. Since March 2009, it hasn't disclosed this information.
• In November 1989, Warke, then a shareholder of Link Resources Inc., agreed to pay a $500 fine to settle claims from the British Columbia Securities Commission that he filed inaccurate insider-trading disclosures with regulators a year earlier. Although Warke's name still appears under the heading "Disciplined Persons" on the commission's website, Augusta has never disclosed the settlement in its government filings.
• Augusta's statements to Canadian securities officials from 2001 through 2005 also didn't disclose a 1995 bankruptcy filing by West Coast Plywood, of which Warke was a board member. The statements also didn't disclose British Columbia regulators' cease-trade orders filed in 1991 and 1992 against Western Metals Inc., of which Warke was also a board member, or a similar order filed in 2002 against Cybercom Systems, of which Warke was chairman. Augusta board member Donald Clark was also a board member for Western Metals and West Coast plywood at the time.
• Augusta didn't disclose from March 9, 2001, through Dec. 19, 2005, that the American Stock Exchange announced in October 1994 that it was delisting Conversion Industries, of which Clark was president and chief operating officer from January 1990 until August 1994. Augusta also didn't disclose the exchange's suspension of trading in March 1994 for North American Recycling, of which Clark was a director.
• Six other public companies registered in Canada, most now inactive, of which Warke has been a board member and significant shareholder, also never disclosed Warke's settlement agreement, his personal bankruptcy and many of these other actions in their government filings between June 9, 2000, and this week.
"The free market can only work if required and material information is available and disclosed by those operating in the market," the complaint says.
Because of a nondisclosure pattern, U.S. and Canadian regulators should take into account omissions of information dating before 2005, the apparent limit of the British Columbia commission's statute of limitations, the complaint argues. As for the 1989 insider-trading settlement agreement, it says, Canadian regulations require disclosure since Dec. 31, 2000, and before then if it would likely be considered important to a reasonable investor.
"We believe that any settlement agreement involving an alleged 'insider trading' violation of the chairman of a publicly traded company would be important material information to a reasonable investor," the complaint says.
Rosemont's Pace, however, said it's always been the opposition's tactic to say the company wasn't honest, but "we've been out front. … We give the facts."
Contact reporter Tony Davis at firstname.lastname@example.org or 806-7746.