A foreign investor in the cannabis sector published a report this week detailing how Andy Defrancesco and a gang of high net worth investors set up complicated private transactions securing dirt cheap stock in the company Sol Global Investments would reverse merge with to become publicly traded. The report only uses research from the cannabis company’s obscure and often confusing financial statements to show Team Defrancesco getting millions of shares of stock at a discount 25 times less than what it was sold to unsuspecting retail investors. To execute the scheme they had to have had help from gatekeepers. New emails and text message obtained by this publication now show enablers such as lawyers, friendly CEO’s, the head of a broker dealer, and a mega millionaire investor collude together to allegedly manipulate multiple stocks, like Sol Global, over the last decade, rape retail investors through self dealing transactions, and possibly trade on inside information.
The investor report goes back to September 2016 when a highly diluted private placement took place with an investment into a cash poor company called Kitrinor Metals led by a “finder” who happen to get 8 percent of the gross proceeds of the offering and discounted warrants. The report says:
While past shareholders paid over $1.2/share, participants of the private placement got them for $0.05 (Common Shares) and $0.10(Warrants) respectively-That’s25x higher.
The author of the report reached out to Sol Global’s current CEO Brady Cobb and ask him to identify the unnamed players in the public filings. Cobb said he answered some of the author’s questions on twitter but Cobb wouldn’t say who the finder was when I wrote him for comment.
According to a person who worked with Defrancesco along with a review of deal documents and press releases that finder is none other than Andy Defrancesco. This means before he became chairman and CIO of Sol Global he was already racking in thousands of dollars to set up a Multi State Operator cannabis company that he knew he was going to control as a public company down the road. Defrancesco became CIO in the fall of 2018 and as I reported early this month was forced out as an officer of the company from negative press. It’s unclear how much of the millions in cheap warrants and stock Defrancesco has retained through multiple llc’s and family members names.
Defrancesco uses some of the discounted warrants and stock by giving them to a trader named Andrew Rudensky. I reported this month Rudensky was named in an OSC investigation and was banned as a broker for two years by Canadian regulator IIROC. Rudensky effectually now works for Defrancesco. On Monday there was an opening run on Sol Global stock ahead of the investors report. The company knew the report was coming out. The stock, which trades on the Canadian Stock Exchange and the OTC Markets, flew up by ten cents without a lot of volume of trading. $Sol.cn $Solcf are the tickers for the stock which has been trading under one dollar. According to a person who worked with Defrancesco, he uses Rudensky to effect trading orders to get the stock up to counter negative press or so Defrancesco and friends can dump their shares.
The investor report goes on to detail other private placements that benefited team Defrancesco at the expense of retail holders. We also see another one of Defrancesco’s enablers helping raise money for the creation of Sol Global (formerly named Scythian Biosciences) which is Clarus Securities run by Jimmy Christodoulis.
Christodoulis, another Canadian, is often rumored to be very close friends with Andy Defrancesco. The broker dealer he runs is a sponsor of Andy’s son’s professional race car team. And now based on a series of text messages I received between Christodoulis, Andy Defrancesco, and mega millionaire investor Michael Serruya we know they are more than just drinking buddies.
Michael Serruya was a major investor in an LLC that Sol Global bought with cash and stock called CannCure, according to a copy of Serruya’s internal documents at his private equity firm, obtained by this reporter, the initial investment was for $22 million. When Defrancesco and Serruya make private investments in the form of debt that turns into common stock there are usually some restrictions to when the stock can be traded. It’s called restricted stock. If they want to get out of the stock earlier than the deal documents or the law requires they would need a lawyer to write a false opinion letter or a broker dealer willing to trade their restricted stock for free trading stock. Both moves are illegal.
According to a group text message from April 26 2018 at 9:37pm, obtained by this reporter, Jimmy Christodoulis, allegedly does this for Defrancesco and Serruya.
Andy Defrancesco texted to Michael Serruya and Jim Christodoulis:
Mike-Jimmy here also
Announce increase from $10 to $20m raise
Clarus 100% manager
They swap FT for restricted for us
Jim Christodoulis texted back:
Understood
FT stands for free trading shares.
Christodoulis and Serruya were made aware of the content of the text messages I obtained yesterday and would not comment on if they colluded to work with Clarus as a broker dealer to raise money in return for swapping out stock. A move that would be viewed as a securities violation by regulators if they can prove the swap stock was made. The text chain doesn’t say which stock they planed to do this with.
I have obtained over a dozen text messages with conversations on separate dates between Michael Serruya and the men he alleged colludes with. A lot of the messages are Serruya complaining to Jimmy and Andy about the price of Aphria and Liberty Health Sciences. Serruya is on the board of Aphria ($APHA) and was an initial investor in Liberty Health Sciences ($LHS). The phone numbers are confirmed as belonging to each man.
On November 8th at 9:48am Serruya text Christodoulis:
If I could convince the aph Board to fire Vic, and get real bankers, the stock will hit $10 today
Christodoulis responds:
Why the fuck are you offering 110k of LHS put loud on the board well below where I’ve already traded 500k shares today
Moron
Defrancesco chimes in
Fucking retards
Serruya responds to Christodoulis and Defrancesco with more F-bombs and then writes:
Weeds up $1.10 and aph is up all of 21 pennies.
I hope the 2 of you, and Vic, get struck by Lightening
The foul mouth locker room talks is central in most of the text messages with the men calling each other faggots, pathetic and morons and then pat each other on the back when one of the stocks they invest does well. The Vic Serruya is referring to is Vic Neufeld, the former CEO of Aphria that was forced to step down this year. Serruya’s nickname for Defrancesco is “self absorbed 3 foot man” and for Christodoulis it’s “Greek angry bastard”. Defrancesco responded in an email to this reporter that he is also called “little man or five foot nothing” by Serruya. Defrancesco says he is 5 foot 4 1/2 inches tall (But apparently he has lied on his drivers licenses because a public records search for over a dozen Broward County, Fla. traffic infractions says he is 5 feet 6 inches).
On October 17 Serruya texted Christodoulis and Defrancesco:
I’m nominating you two faggots for bankers of the year award.
Aphria,
Kalytera,
bkd,
sythian,
Delavaco,
you guys are fucken legends.
The text message exchanges also show Christodoulis talking about a private raise for MedMen and estimating how well it will sell. Serruya also ask Christodoulis for information about a stock called MedReLeaf and Defrancesco chimes in that Serruya needs the info so he can short the stock. MedReLeaf was acquired by Aurora in May 2018.
On October 3rd Christodoulis writes Serruya with Defrancesco included in the text message chain:
Good Morning Michael,
I see you out there on the LHS this am. If it helps I can buy 1mm @ 85c.
Let me know. Thx
Serruya writes back that he is wrong it’s not him in the trade
Christodoulis responds:
I didn’t think it was you but wanted to make sure I let you know just in case
Hope you’re well
The language in this text could be construed as Christodoulis, the head of a large Canadian broker dealer, willing to effect a wash trade for Serruya to help create liquidity in the stock. Wash trades are a securities violation.
Jimmy Christodoulis and Michael Serruya did not respond to my emails for a request for comment on the content of the text message. Defrancesco would not answer questions sent in email except to respond with another disparaging personal message about this reporter and then sent a second email saying No Comment. According to more than one person who has worked with them on Bay St, the men have been calling in people who work with or have worked with them to have their communication equipment checked to see if they are communicating with this reporter.
Update 9.21.19: Andy Defrancesco says he is 5.4 1/2 inches I previously reported he is 4 foot 8 inches.
Editors Note: Given the understanding and past experience that Serruya or Defrancesco threatens people who speak with journalist I am not publishing the actual text messages I have obtained or disclosing sources that sent them. They have been verified with a third party consultant to confirm that are authentic communications. The investor who wrote the analysis quoted in this story has said publicly he did not end up buying Sol Global stock and was not paid to write the analysis. This is the second story in a series of reporting on the internal documents and communications I received. Teribuhl.com is funded by reader donations please consider supporting independent journalism with a donation today.
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