Alberta Securities Commission panel finds GRS Hydrogen Solutions illegally distributed CAD 282,500 of securities and made misleading claims to investors

The Alberta Securities Commission published a panel decision finding that GRS Hydrogen Solutions Inc. breached Alberta securities laws by illegally distributing securities without a prospectus and by making prohibited representations and misrepresentations to investors and the public. The panel also found that Albert Eugene Cerenzie, GRS’s founder and sole director and officer, authorized, permitted or acquiesced in the contraventions. Between December 2021 and May 2023, GRS raised CAD 282,500 from approximately 17 investors through sales that relied on prospectus exemptions, but the company did not ensure that 12 investors, representing CAD 143,500, met exemption criteria. The panel found GRS made prohibited statements that its shares would be listed on the Toronto Stock Exchange and that it had applied or would apply for a listing, and that these statements, along with claims that GRS had a contract with an established Alberta-based energy company, were materially misleading or untrue, or both. The decision also reiterates that issuers relying on prospectus exemptions are expected to take reasonable steps to verify investor eligibility. The matter now proceeds to a second phase to determine what, if any, sanctions and cost-recovery orders should be made against GRS and Cerenzie, with timing to be set after hearing from the parties.