OSC Fraud Allegations Against SponsorsOne Brands and Bartholomews

Ontario Securities Commission News

Filed April 1st, 2026

Detected April 2nd, 2026

Summary

The Ontario Securities Commission announced fraud allegations against SponsorsOne Brands Inc. and Gary and Myles Bartholomew for misusing the consultant exemption to illegally distribute approximately 1.2 billion shares and commit securities fraud, diverting approximately CAD $24 million. The OSC alleges the entities acted as de facto underwriters, improperly distributing shares to the public despite claiming the consultant exemption. A case management hearing is scheduled before the Capital Markets Tribunal on May 7, 2026.

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What changed

The OSC filed fraud allegations against SponsorsOne Brands Inc. (SPO), Gary Bartholomew, Myles Bartholomew, WestCan Energy Ltd., and John Cameron Cunningham for securities fraud. Between 2020 and 2021, SPO issued approximately 1.2 billion treasury shares to five entities described as marketing consultants under the consultant exemption from the prospectus requirement. The OSC alleges little to no meaningful marketing work was performed; instead, the purported consultants sold shares on the open market and directed approximately CAD $24 million to or for the benefit of SPO and the Bartholomews. The case is before the Capital Markets Tribunal under Application for Enforcement Proceeding.

Compliance and legal professionals should note that this enforcement action demonstrates continued OSC scrutiny of consultant exemption abuse in capital markets. Regulated entities utilizing consultant exemptions for share issuances must ensure actual services are rendered and documentation supports the exemption's requirements. A case management hearing is scheduled for May 7, 2026, at 10:00 am EST before the Capital Markets Tribunal.

What to do next

Ensure any consultant exemption share issuances are supported by actual services documentation
Review internal controls for capital raising to confirm compliance with prospectus requirements
Consult legal counsel if prior share distributions relied on consultant exemptions

Source document (simplified)

The OSC announces fraud allegations against SponsorsOne Brands Inc. and Gary and Myles Bartholomew

OSC Enforcement Before the Court

April 1, 2026

For Immediate Release

TORONTO – On March 27, 2026, the Ontario Securities Commission (OSC) announced fraud allegations against SponsorsOne Brands Inc. (SPO), Gary Bartholomew and Myles Bartholomew (together, the Bartholomews). The OSC alleges SPO and the Bartholomews misused the consultant exemption to the prospectus requirement to illegally distribute shares and commit securities fraud. It is further alleged that WestCan Energy Ltd. (WestCan), a purported consultant, and Mr. John Cameron Cunningham (principal and directing mind of Westcan), participated in the illegal distribution of SPO shares.

In 2020 and 2021, SPO and the Bartholomews, issued approximately 1.2 billion SPO treasury shares to five entities described as marketing consultants, ostensibly for marketing services. The OSC alleges, however, that little to no meaningful marketing work was performed. Instead, the purported consultants sold the shares on the open market and directed approximately CAD $24 million to or for the benefit of SPO and the Bartholomews.

Although SPO claimed the shares were issued under the consultant exemption from the prospectus requirement, the OSC alleges the consultants acted as de facto underwriters, improperly distributing shares to the public.

A case management hearing will be held before the Capital Markets Tribunal on May 7, 2026, at 10:00 am EST. A copy of the Application for Enforcement Proceeding **** is available on the Capital Markets Tribunal website.

The mandate of the OSC is to provide protection to investors from unfair, improper or fraudulent practices, to foster fair, efficient and competitive capital markets and confidence in the capital markets, to foster capital formation, and to contribute to the stability of the financial system and the reduction of systemic risk. Investors are urged to check the registration of any persons or company offering an investment opportunity and to review the OSC investor materials available at www.osc.ca.

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