Settlements

JAMES SINCLAIR [Agreed Stmt]

BCSECCOM #:
Document Type:
Agreed Stmt
Published Date:
1998-08-07
Effective Date:
1998-08-05
Details:


IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418

AND

IN THE MATTER OF JAMES SINCLAIR

Agreed Statement of Facts and Undertaking

The following agreement has been reached between James Sinclair (“Sinclair”) and the Executive Director:

1. As the basis for the undertakings referred to in paragraph 3 of this agreement, Sinclair acknowledges the following facts to be correct:
      1.1 Sinclair became a director of Sutton Resources (“Sutton”) in March, 1988, and was removed from the Board of Directors on December 15, 1995;

      1.2 the Sutton Action Committee (“SAC”) was created to have a new board of directors elected to replace those then running Sutton. SAC no longer conducts any activities;

      1.3 Sinclair was the Chairman of the SAC and was involved in the writing and releasing of press releases by SAC. Sinclair states these activities were carried out with the assistance of professional advisors;

      1.4 in response to a news release issued by Sutton, Sinclair issued a news release on or about Thursday, February 9, 1996 (the “New Release”). Sinclair was aware of the contents of the News Release prior to its release to the public;

      1.5 the News Release included the following statement: “In fact, since 1985, the Sinclairs have bought Sutton shares at a cost of over US $29 million.” (the “Statement”). The Statement was also contained in a proxy circular dated March 7, 1996 which was signed by Sinclair and issued by SAC to shareholders of Sutton. The proxy circular had been reviewed by SAC’s counsel;

      1.6 Sinclair was aware that he had not purchased shares of Sutton at a cost of over US $29 million. Rather, the Statement reflected the actual current value of Sinclair’s Sutton shares; and
      1.7 Sinclair agrees that the Statement was not accurate in that the Statement was not properly qualified in the News Release and the proxy circular to distinguish between acquisition cost and current market cost of the Sutton shares in question. Sinclair states that he relied on SAC’s professional advisors in making the Statement.
2. Sinclair has cooperated fully with Staff of the Commission in providing evidence and information with respect to this matter.

3. Sinclair undertakes to:
      3.1 comply with the provisions of the Act, the Securities Regulations, and the Rules in relation to the issuance of press releases and their contents; and

      3.2 pay the sum of $2,000 to the Commission toward the cost of the investigation.

4. Sinclair waives any rights he may have under the Act or otherwise, to a hearing, hearing and review, judicial review or appeal related to, in connection with, or incidental to this agreement.

DATED at Vancouver, British Columbia, on July 22, 1998.




“W. Anderson”________________)
Witness Signature)
Wendy Anderson______________)_______________________
Witness Name)“James Sinclair”
24 White Hollow Rd.____________)
)
Lakeville, CT 06039____________)
Address)
Executive Assistant_____________)
Occupation)

DATED at Vancouver, British Columbia, on August 5, 1998.



Michael J. Watson
Acting Executive Director
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