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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________

Form 10-K

________________________________________

(Mark One)

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December31, 2022

OR

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number 001-33147

________________________________________

Evolve Transition Infrastructure LP

(Exact Name of Registrant as Specified in Its Charter)

________________________________________

1360 Post Oak Blvd, Suite 2400

Houston, Texas

77056

(713) 783-8000

(Registrants Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Common Units representing limited partner interests

SNMP

NYSE American

Securities registered pursuant to Section 12(g) of the Act: None

________________________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer o

Non-accelerated filer x

Smaller reporting company x

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o

If securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o No x

The aggregate market value of Evolve Transition Infrastructure LP common units held by non-affiliates as of June 30, 2022 was approximately $14,097,297 based upon the NYSE American closing price as of such date.

Common units outstanding on March24, 2023: 231,032,052 common units.

DOCUMENTS INCORPORATED BY REFERENCE: NONE

TABLE OF CONTENTS

COMMONLY USED DEFINED TERMS

As used in this Annual Report on Form 10-K (this Form 10-K), unless the context indicates or otherwise requires, the following terms have the following meanings:

2022 Settlement Agreement means that certain Settlement Agreement, dated as of May 27, 2022, by and among SN Catarina, LLC, Catarina Midstream, LLC, Mesquite, the Partnership, our general partner, SP Holdings and SN Operating, LLC.

Bankruptcy Court means that United States Bankruptcy Court for the Southern District of Texas, Houston Division.

Bbl means one barrel of 42 U.S. gallons of oil.

Board means the board of directors of our general partner.

Class C Preferred Units means our Class C Preferred Units representing limited partner interests in Evolve Transition Infrastructure.

common units means our common units representing limited partner interests in Evolve Transition Infrastructure.

Credit Agreement means collectively, the Third Amended and Restated Credit Agreement, dated as of March 31, 2015, among the Partnership, Royal Bank of Canada, as administrative agent and collateral agent, and the lenders party thereto, as amended by (i) Amendment and Waiver of Third Amended and Restated Credit Agreement, dated as of August 12, 2015, (ii) Joinder, Assignment and Second Amendment to Third Amended and Restated Credit Agreement, dated as of October 14, 2015, (iii) Third Amendment to Third Amended and Restated Credit Agreement, dated as of November 12, 2015, (iv) Fourth Amendment to Third Amended and Restated Credit Agreement, dated as of July 5, 2016, (v) Fifth Amendment to Third Amended and Restated Credit Agreement, dated as of April 17, 2017, (vi) Sixth Amendment to Third Amended and Restated Credit Agreement, dated as of November 7, 2017, (vii) Seventh Amendment to Third Amended and Restated Credit Agreement, dated as of February 5, 2018, (viii) Eighth Amendment to Third Amended and Restated Credit Agreement, dated as of May 7, 2018, (ix) Ninth Amendment to Third Amended and Restated Credit Agreement, dated as of November 22, 2019, (x) Tenth Amendment to Third Amended and Restated Credit Agreement, dated as of November 6, 2020, (xi) Eleventh Amendment to Third Amended and Restated Credit Agreement, dated as of July 28, 2021, and (xii) Twelfth Amendment to Third Amended and Restated Credit Agreement, dated as of August 20, 2021.

Evolve Transition Infrastructure, the Partnership, we, us, our or like terms refer collectively to Evolve Transition Infrastructure LP, its consolidated subsidiaries and, where the context provides, the entities in which we have a 50% ownership interest.

GAAP means U.S. generally accepted accounting principles.

Gathering Agreement means (i) at all times from October 14, 2015 through and including March 31, 2022, the Firm Gathering and Processing Agreement, dated as of October 14, 2015, by and between Catarina Midstream, LLC and SN Catarina LLC, as amended by Amendment No. 1 thereto, dated June 30, 2017 (individually, the Original Gathering Agreement), and (ii) at all times after and including April 1, 2022, the Amended and Restated Firm Gathering and Processing Agreement, dated as of May 27, 2022, by effective for all purposes as of April 1, 2022 (individually, the A&R Gathering Agreement).

GHGs mean greenhouse gases.

MBbl/d means one thousand barrels of oil or other liquid hydrocarbons per day.

Mesquite means (i) at all times prior to June 30, 2020, Sanchez Energy Corporation and its consolidated subsidiaries, and (ii) at all times after and including June 30, 2020, Mesquite Energy, Inc. and its consolidated subsidiaries.

MMBtu means one million British thermal units.

MMcf/d means one million cubic feet of natural gas per day.

NGLs means natural gas liquids such as ethane, propane, butane, natural gasolines and other components that when removed from natural gas become liquid under various levels of higher pressure and lower temperature.

NYSE American means NYSE American LLC.

Operational Services Agreement means that certain Services Agreement, effective as of November 1, 2020, between the Partnership, SEP Holdings IV, LLC, Catarina Midstream, LLC, SECO Pipeline and SNMP Services.

our general partner means Evolve Transition Infrastructure GP LLC, our general partner.

our partnership agreement means the Third Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of August 2, 2019, as amended by the Stonepeak Letter Agreement, dated as of November 16, 2020 and further amended by Amendment No. 1 thereto, dated as of February 26, 2021.

SEC means the United States Securities and Exchange Commission.

Shared Services Agreement means the Amended and Restated Shared Services Agreement between SP Holdings and the Partnership, dated as of March 6, 2015.

SNMP Services means SNMP Services Inc., our wholly owned subsidiary which provides payroll, human resources, employee benefits and other consulting services to us and our subsidiaries.

SP Holdings means SP Holdings, LLC, the sole member of our general partner.

Stonepeak means Stonepeak Catarina and its subsidiaries, other than the Partnership.

Stonepeak Catarina means Stonepeak Catarina Holdings, LLC.

Stonepeak Letter Agreement means that certain letter agreement, dated as of November 16, 2020, by and between the Partnership and Stonepeak Catarina, wherein the parties agreed that Stonepeak Catarina will be able to elect to receive distributions on the Class C Preferred Units in common units for any quarter following the third quarter of 2020 by providing written noticed to the Partnership no later than the last day of the calendar month following the end of such quarter.

Stonepeak Warrant means (i) at all times prior to February 24, 2021, that certain Warrant Exercisable for Junior Securities, issued to Stonepeak Catarina on August 2, 2019 (the Original Warrant); (ii) at all times from February 24, 2021 to May 3, 2021, the Original Warrant, as amended by Amendment No. 1 thereto, dated February 24, 2021 (Warrant Amendment 1); (iii) at all times from May 3, 2021 to August 2, 2021, the Original Warrant, as amended by Warrant Amendment 1, and Amendment No. 2 thereto, dated May 3, 2021 (Warrant Amendment 2); (iv) at all times from August 2, 2021 through November 5, 2021, the Original Warrant, as amended by Warrant Amendment 1, Warrant Amendment 2 and Amendment No. 3 thereto, dated August 2, 2021 (Warrant Amendment 3); (v) at all times from November 5, 2021 through November 9, 2021, the Original Warrant, as amended by Warrant Amendment 1, Warrant Amendment 2, Warrant Amendment 3 and Amendment No. 4 thereto, dated November 5, 2021 (Warrant Amendment 4); (vi) at all times from November 9, 2021 through February 1, 2022, the Original Warrant, as amended by Warrant Amendment 1, Warrant Amendment 2, Warrant Amendment 3, Warrant Amendment 4 and Amendment No. 5 thereto, dated November 9, 2021 (Warrant Amendment 5); (vii) at all times from February 1, 2022 to May 2, 2022, the Original Warrant, as amended by Warrant Amendment 1, Warrant Amendment 2, Warrant Amendment 3, Warrant Amendment 4, Warrant Amendment 5, and Amendment No. 6 thereto, dated February 1, 2022 (Warrant Amendment 6); and (viii) at all times from May 2, 2022 to August 1, 2022, the Original Warrant, as amended by Warrant Amendment 1, Warrant Amendment 2, Warrant Amendment 3, Warrant Amendment 4, Warrant Amendment 5, Warrant Amendment 6, and Amendment No. 7 thereto, dated May 2, 2022 (Warrant Amendment 7); (ix) at all times from August 1, 2022 to December 28, 2022, the Original Warrant, as amended

by Warrant Amendment 1, Warrant Amendment 2, Warrant Amendment 3, Warrant Amendment 4, Warrant Amendment 5, Warrant Amendment 6, Warrant Amendment 7, and Amendment No. 8 thereto, dated August 1, 2022 (Warrant Amendment 8); and (x) at all times after December 28, 2022, the Original Warrant, as amended by Warrant Amendment 1, Warrant Amendment 2, Warrant Amendment 3, Warrant Amendment 4, Warrant Amendment 5, Warrant Amendment 6, Warrant Amendment 7, Warrant Amendment 8, and Amendment No. 9 thereto, dated December 28, 2022 (Warrant Amendment 9).

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-K contains forward-looking statements within the meaning of the federal securities laws. Except for statements of historical fact, all statements in this Form 10-K constitute forward-looking statements. Forward-looking statements may be identified by words like may, could, should, expect, plan, project, intend, anticipate, believe, estimate, predict, potential, pursue, target, continue, the negative of such terms or other similar expressions. The absence of such words or expressions does not necessarily mean the statements are not forward-looking.

The forward-looking statements contained in this Form 10-K are largely based on our expectations, which reflect estimates and assumptions made by the management of our general partner. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, managements assumptions about future events may prove to be inaccurate.

Important factors that could cause our actual results to differ materially from the expectations reflected in the forward-looking statements include, among others:

our ability to successfully execute our business, acquisition and financing strategies, including our business strategy to focus on the ongoing energy transition in the industries in which we operate;

our ability to successfully meet our future funding obligations in connection with HOBO Renewable Diesel LLCs (HOBO) initial project, should we elect to fund such obligations, and in connection with the Levo JV (as defined in Note 6 Derivative and Financial Instruments);

we are currently not in compliance with the NYSE American listing standards. If our common units are delisted, it could result in even further reductions in the trading price and liquidity of our common units, which could materially adversely affect our ability to raise capital or pursue strategic transactions on acceptable terms, or at all;

changes in general economic conditions, including market and macro-economic disruptions resulting from (i) recent inflation increases, (ii) ongoing supply chain disruptions, (iii) impacts of world health events, including the coronavirus (COVID-19) pandemic, and (iv) escalating global trade tensions and the conflict between Russia and Ukraine;

the possibility of cyber and malware attacks;

the ability of our customers to meet their drilling and development plans on a timely basis, or at all, and perform under gathering, processing and other agreements;

the creditworthiness and performance of our counterparties, including financial institutions, operating partners, customers and other counterparties;

our ability to extend, replace or refinance our Credit Agreement;

our ability to grow enterprise value;

the ability of our partners to perform under our joint ventures;

the availability, proximity and capacity of, and costs associated with, gathering, processing, compression and transportation facilities;

our ability to access the credit and capital markets to obtain financing on terms we deem acceptable, if at all, and to otherwise satisfy our capital expenditure requirements;

the timing and extent of changes in prices for, and demand for, natural gas, NGLs and oil;

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Form 10-K Evolve Transition Infras For: Dec 31 - StreetInsider.com

CHICAGO (CBS) -- Eleven innocent men who said they were framed by a corrupt Chicago cop are now suing the city.

The eleven exonerated men gathered outside City Hall Tuesday afternoon to discuss their federal civil rights lawsuits. Each spent decades in prison after they said they were framed by disgraced former police detective Reynaldo Guevara.

He accused of coercing false confessions and planting evidence. Dozens of convictions tied to the former detective have been tossed out.

"What's ironic is the way these cases have been handled, the duration of time and how it's costing taxpayers an immense amount," said Johnny Flores, one of the men who said he was wrongfully convicted.

"Every time they fight and say that I am guilty, or prolong this, it's like reliving it again," said Daniel Rodriguez, another man who was exonerated.

"If everybody knows Guevara is framing people (and) the police department pretends that it never happened, that is wrong," said attorney Russell Ainsworth.

Guevara has repeatedly refused to discuss the cases in court evoking the fifth amendment.

The CBS Chicago team is a group of experienced journalists who bring you the content on CBSChicago.com.

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11 exonerated men sue city detective Reynald Guevara - CBS News

A Los Angeles County man was charged with felony cocaine possession on Feb. 13 after a Transportation Security Administration officer allegedly found the substance on his person after the man passed through security at Friedman Memorial Airport.

According to a probable-cause for arrest affidavit from Hailey Police Department Officer Eric Owens, 48-year-old Joseph Walter Epply IV, of Santa Monica, went through the airports X-ray machine around 3:30 p.m. on Feb. 13 when the system alerted that Epply had something in his pocket.

TSA then questioned Joseph about what was in is pocket, to which Joseph pulled out a small glass vial containing a white powdery substance, Owens stated. Joseph then admitted to TSA that the vial contained cocaine.

Owens wrote that he escorted Epply from the TSA checkpoint to the supervisor office on the other side of the airport for an interview after he was called to the airport.

Joseph then stated, I had a little bit of cocaine, and I got caught. Im not going to lie to you, the report continues.

Owens stated that Epply concluded the interview by pleading his Fifth Amendment rights. Shortly thereafter, Assistant Chief Todd Peck tested the powdery substance and it returned presumptive positive for cocaine, according to the police report.

Epply posted $7,500 bond the same date of his arrest. He is due back in Fifth District Court in Hailey the afternoon of April 25 with his attorney, Jeffery Edward Nona, for a preliminary hearing, during which it will be decided whether his drug charge will proceed as a felony. If found guilty, he faces up to seven years in prison and a $15,000 fine.

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California man charged with felony cocaine possession at airport - Idaho Mountain Express and Guide

As a criminal defense attorney with my fair share of trial experience, its always interesting to see how other practitioners litigate their cases. After all, the legal profession enjoys playing Monday morning quarterback with its analysis. I personally try not to cast stones; Im far from flawless in trial. But thats the beauty of the process: No one is perfect in that setting.

A seasoned attorney described it best to me when I was a pup. He expressed, among other things, that if you give the same case to 10 different lawyers, youll see it tried 10 different ways. And that isnt a slight to any other advocate; in fact, its an ode to the artistry implicit in advocacy.

There is one subset of trial practice that really brings the bright lights, though. When you have an attorney facing charges in a criminal case, theres a different level of scrutiny, not only from the internal perspective but also from an outside analysis.

Those of us who have represented attorneys through criminal prosecution can attest that when it comes to representing someone licensed and knowledgeable about the law, there will be plenty of bumps in the road on the path to a productive attorney-client relationship. Its hard enough to represent an untrained individual through a process aimed at depriving them of life and libertytheres constant second-guessing, whether explicit or implicit, when the stakes are that high. Its even more challenging to navigate those waters when the backseat driver is also a knowledgeable professional.

Without knowing the inner dealings, I can assume this was the case during South Carolina attorney Alex Murdaughs criminal trial. After all, we need only look at the Murdaugh saga as a whole, which involved embezzlement, drug trafficking, money laundering, a faked murder attempt, a failed assisted suicide and the deaths of three other individuals.

Call me crazy, but that sounds like a complicated situation that was likely exacerbated by a potentially complex attorney-client relationship.

The case against Murdaugh was almost entirely based on circumstantial evidence. Although the law makes no distinction between direct and circumstantial evidence for the purposes of trial, desperate individuals will keep a death grip on hope in the absence of red hands. That may have played a part in Murdaughs decision to pursue a trial, but there likely wasnt much middle ground to run to, either. The prosecution believed he killed his wife and son in cold blood; Murdaugh maintained he didnt kill them in any way, shape or form.

Nevertheless, he ultimately was convicted of both murders and handed two consecutive life sentences.

As a parent, I cant fathom a situation in which I would deliberately and intentionally take my childs life. Ive been watching HBOs The Last of Us (I love zombie movies), and certain scenes force the audience to imagine facing a loved one who has turned into a zombie. Ive had fleeting thoughts of how I would react if my son became a zombie before I did. To be honest with you, I think Id probably let him kill me. I just cant imagine hurting him under any circumstances, even if that causes a detriment to my personal health or safety.

Nevertheless, situations in which parents kill their childrenknown as filicidehappen much more often than wed like to believe. In 2017, CNN reported that according to a Forensic Science International study, between 1976 and 2007, approximately 500 children were killed by their parents yearly. That number is staggering in light of our innate parental instincts. The figure makes one wonder if those parents are simply out of their minds or if there is some other issue at play leading to such a horrible result.

According to the self-described only person in America who is a forensic psychiatrist, a reproductive psychiatrist and an academic whose research has focused on filicide for two decades there are multiple different reasons why parents kill their children, and mental illness mayor may nothave a role in individual cases. That person is Susan Hatters Friedman, and she explains how its critical that we never presume why a parent killed. She further notes that anger, greed, hatred and revenge are often seen in various family-related murders.

While Friedman advises not to presume why a person killed, we often jump to the most palatable conclusion, as I did earlier in this columnthat someone must be mentally ill or unstable to perpetrate such a deplorable act.

And maybe thats why Murdaugh decided to take the stand in his own defense; perhaps he and his defense team wanted to show that hes not the type of insane killer so many of us imagine when we think of someone capable of taking the life of their own child. Or maybe, as an attorney-defendant, he made the decision to testify on his own against the wishes of counsel.

Regardless of the reason behind the decision, advising your client to testify or refrain from the same is one of trial practices most challenging strategic aspects. Its often a tough decision for the client as well. Ultimately, its their Fifth Amendment right to exercise or waive.

Aside from any mental health-related strategy, Murdaugh found himself caught between a rock and a hard place, nonetheless. During three separate interviews, he denied being present at the kennels where his wife and son were shot. That persistent point was called into question when a video found on a friends phone placed Murdaugh at the kennels during the time his wife and son died.

So with that in mind, I can see the logic behind taking the stand. When your client gets caught in a lie, they have two options: 1) admit defeat and hope the jury doesnt hold it against you; or 2) go down swinging. My general approach is that if the damage is already done and there isnt any impeachment evidence that could make the damage even more catastrophic, then take the punchers chance.

Be that as it may, Murdaughs situation is just one particular example of a much broader philosophical question: Should your client testify at jury trial?

Well, the answer is a classic lawyer clich: It depends. The ultimate decision comes down to a simple analysis. What do you stand to gain versus what do you stand to lose? Criminal defense attorneys spend a large majority of jury selection reiterating the fact that we dont have anything to prove; the burden is high, and it rests solely on the prosecution. As such, you can sometimes appear disingenuous if you present too much evidence without the proper preface.

I like to inform juries from the outset that I dont know what evidence I might have to present because that decision depends on what the prosecution does or doesnt show. I may have to fill in some gaps. I may have to correct some errors or omissions. That explanation at least leaves the door open.

Many factors play a part in the advice you give. Does your client have prior convictions or other trouble? Are there aspects of the story only your client can tell? Whats their temperament? Do they appear sincere and honest? Will they actually listen to your questions and answer them without going into left field?

At the end of the day, I do believe juries want to see someone get on the stand and say, I didnt do it.

But at what cost?

See also:

ABAJournal.com: In murder trial cross-examination, prosecutors focus on ex-lawyer Murdaughs financial misdeeds and his new story

ABAJournal.com: Once-prominent lawyer Murdaugh gets life in prison for murders of wife and son

ABAJournal.com: Prosecutors in murder trial of ex-lawyer Murdaugh can introduce evidence of alleged financial crimes, judge rules

Adam Banner

Adam R. Banner is the founder and lead attorney of the Oklahoma Legal Group, a criminal defense law firm in Oklahoma City. His practice focuses solely on state and federal criminal defense. He represents the accused against allegations of sex crimes, violent crimes, drug crimes and white-collar crimes.

The study of law isnt for everyone, yet its practice and procedure seems to permeate pop culture at an increasing rate. This column is about the intersection of law and pop culture in an attempt to separate the real from the ridiculous.

This column reflects the opinions of the author and not necessarily the views of the ABA Journalor the American Bar Association.

Continued here:
Alex Murdaugh and whether to testify in your own defense - ABA Journal

B.C. judge allows injunction claim by U.S. Securities and Exchange Commission against assets belonging to defendants in a $1 billion stock fraud case

The U.S. Securities and Exchange Commission (SEC) can proceed with an injunction to freeze assets belonging to at least five B.C. residents alleged to have committed over $1 billion in stock market fraud.

On March 21, Supreme Court of B.C. judge Amy D. Francis granted the SEC a Mareva injunctionto prevent the B.C. defendants from dispersing their assets.

The SEC brought the claim against Zhiying Yvonne Gasarch,Courtney Kelln, Mike K. Veldhuis, Paul Sexton,Jackson T. Friesen, Graham R. Taylor and Fred Sharp. However, Taylor and Sharp were not part of the ruling due to scheduling conflicts and will face a likewise hearing later this year.

The SEC allegations involvea complex, international plan to defraud American investorsby illegally trading shares in hundreds of junior public-traded companies via offshore entities between 2011 and 2019.

In May 2022, federal Massachusetts District Court Judge William G. Young entered a default judgment against Sharp, who the SEC called the mastermind of the alleged scheme, for failing to respond to the claim. The others contend they are innocent ahead of a U.S. court hearing.

The SEC seeks close to $41 million in assets and about $13.5 million in total pre-judgement interest from the defendants, excluding Taylor and Sharp. Sexton alone accounts for $20.5 million of the total $54.5 million being sought.

The defendants are already subject to a preservation order by the B.C. Securities Commission, which has frozen 114 trading accounts worth about $28.9 million.

As such, the SEC argued there is a shortfall and asked the court for freeze orders on an $8.5-millionLake Country homeowned by Sexton and a $3.1-million Vancouver homeowned by Friesen. The commission is also seeking to freeze vehicles belonging to the others.

The SEC, represented by securities lawyer David E. Gruber, also previously sought a court order for the defendants to provide it with a sworn statement disclosing all of their assets, including any that are beneficially owned under a nominee or jointly with another person acknowledging it does not have a firm grasp of all the assets belonging to the defendants. The SEC has not targeted Sharps home in West Vancouver.

Friesen, represented by securities lawyers Owais Ahmed and Tricia Milne, and the four others, represented by criminal defence lawyer Greg Del Bigio, argued the SEC had no jurisdiction to impose an injunction and evoked Charter, and U.S. Fifth Amendment claims.

Francis ruled that the court did have jurisdiction in aid of a foreign proceeding and thatthe Fifth Amendment, which is the right not to self-incriminate, does not apply in civil cases.Francis also ruled the BCSC was within its rights to impose preservation orders under the B.C. Securities Act, despite unsubstantiated claims it was accomplished without a warrant. Francis found the defendants did not put forth sufficient evidence their Charter rights had been violated.

On the other hand, Francis found the SEC had provided enough first impressionevidence that a fraud had occurred and that the alleged fraudulent activities of the defendants give rise to a risk of dissipation.

The alleged fraud is substantial, involving over 100 U.S. junior (penny stock) companies. According to the claims, it appears to have been primarily orchestrated from Vancouver, with the assistance of B.C. law firms.

Sharp, a former Vancouver lawyer, was issued a US$24-million civil penalty and found liable for repayment of US$21.8 million plus US$7.2 million in interest. He has denied the SECs allegations in response to a notice of civil claim.

The enterprise, known as the Sharp Group, allegedly used an array of offshore shell companies to conceal the identities of clients involved with promoting U.S.-listed companies, thus helping them avoid disclosure requirements as they fraudulently manipulated the price of the stocks in pump and dump schemes, noted the commission.

The group is also accused of conducting stock transfers and money transmittals via an encrypted communications network as part of their service. Sharp allegedly called the network Q, dubbed himself Bond andGasarch Wires, according to the commissions preliminary evidence. Fraudulent documents used to evade gatekeepers at brokerage firms also factor into the allegations.

The SEC claims that Taylor, Veldhuis, Sexton and Friesen were some of the Sharp Groups most significant clients, collectively accounting for over $140 million in illegal stock sales.

Sharp is also engaged in a complex and longstanding constitutional challenge against the Canada Revenue Agency, which is investigating his offshore tax arrangements.The CRA made a criminal referral in 2013, alleging Sharps business, Corporate House Group of Companies (Corporate House), was involved in a complex tax evasion scheme. In 2016, Corporate House arrangements were revealed in the Panama Papers leak.

Sharp, Kelln and Gasarch face criminal charges in the U.S. related to the SEC claims.

gwood@glaciermedia.ca

gwood@glaciermedia.ca

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B.C. 'pump and dump' defendants' assets can be frozen by SEC - Vancouver Is Awesome