Settlements
EAGLE COURT PINNACLE LODGES LTD., et. al. [Agreed Stmt]
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BCSECCOM #:
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Document Type:
Agreed Stmt
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Published Date:
1999-03-26
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Effective Date:
1999-03-19
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Details:
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IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418
AND
IN THE MATTER OF EAGLE COURT PINNACLE LODGES LTD., STEVEN
CLARKE, RENE JOSEPH GLADU AND ROBERT JOSEPH JUPE
Agreed Statement of Facts and Undertaking
The following agreement has been reached between Eagle Court Pinnacle Lodges Ltd. (“Eagle Court”), Steven Clarke (“Clarke”), Rene Joseph Gladu (“Gladu”), Robert Joseph Jupe (“Jupe”) and the Executive Director:
1. As the basis for the undertaking referred to in paragraph 5 of this agreement, Eagle Court, Clarke, Gladu and Jupe (collectively, the “Respondents”) acknowledge the following facts as correct:
- (a) Eagle Court has been incorporated under the Company Act, R.S.B.C. 1996, c. 62 since October 23, 1996, and is not a reporting issuer under the Securities Act, R.S.B.C. 1996, c. 418 (the “Act”);
(b) at all times relevant to this agreement, Clarke was a director and the vice-president for operations of Eagle Court, Gladu was a director and secretary of Eagle Court, and Jupe was a director and the president of Eagle Court;
(c) Eagle Court prepared and issued an offering document titled, “Confidential Offering Memorandum Dated July 7, 1997” (the “Eagle Court OM”);
(d) the Eagle Court OM was provided to prospective investors during the period from July 7, 1997 to November 24, 1997, the date that the offering under the Eagle Court OM was discontinued at the request of the staff of the British Columbia Securities Commission (the “Commission”);
(e) the Eagle Court OM was not in the required form (Form 43) under the Act, as, among other things, the Risk Factors section was inadequate, the Use of Proceeds section was not meaningful, the Conflicts of Interest section lacked full disclosure, and the Material Contracts section was omitted;
(f) Eagle Court raised aggregate proceeds of $1,745,090 from a total of 56 British Columbia residents (the “Purchasers”), under the Eagle Court OM, to be invested in Class B Common Shares of Eagle Court at $1.20 per share (the “Distributions”);
(g) Eagle Court did not file the Eagle Court OM, nor a Report of Exempt Distribution, 10 days after each of the Distributions, contrary to sections 138 and 139 of the Securities Rules, B.C. Reg. 194/97 (the “Rules”); and
(h) as the Eagle Court OM was not in the required form, Eagle Court distributed, and Clarke, Gladu and Jupe caused Eagle Court to distribute securities to the Purchasers without an exemption from the registration and prospectus requirements, contrary to sections 34 and 61 of the Act.
3. The Respondents have prepared and issued a new offering memorandum in compliance with Form 43. Eagle Court has offered a right of rescission to each of the Purchasers and requalified the Purchasers that elected not to accept the rescission.
4. The Respondents have paid the sum of $6,500 to the Commission in the following proportions: Clarke, $1,500, Gladu, $1,500, Jupe, $1,500 and Eagle Court, $2,000; $1,500 of which represents a portion of the costs of the investigation.
5. The Respondents undertake to comply with the requirements of the Act, the Rules, and all applicable regulations, policies and guidelines, from the date of this agreement.
6. The Respondents waive any right they may have, under the Act or otherwise, to a hearing, hearing and review, judicial review or appeal relating to, in connection with or incidental to this agreement.
DATED at Kamloops, British Columbia, on March 11, 1999.
| S. Claiter___________________ | ) |  |
| Witness Signature | ) | |
| ) | |
| Sharon Claiter______________ | ) | R. J. Gladu__________________ |
| Witness Name (please print) | ) | Eagle Court Pinnacle Lodges Ltd. |
| ) | (Signing Authority) |
| c/o 276 Victoria St Kamloops BC | ) | |
| Address | ) | |
| ) | |
| Account Manager____________ | ) | |
| Occupation | ) | |
DATED at Kamloops, British Columbia, on March 11, 1999.
| S. Claiter___________________ | ) | |
| Witness Signature | ) | |
| ) | |
| Sharon Claiter_______________ | ) | |
| Witness Name (please print) | ) | |
| ) | ____________________________ |
| c/o 276 Victoria St Kamloops BC | ) | Steven Clarke |
| Address | ) | |
| ) | |
| Account Manager____________ | ) | |
| Occupation | ) | |
DATED at Kamloops, British Columbia, on March 11, 1999.
| S. Claiter___________________ | ) | |
| Witness Signature | ) | |
| ) | |
| Sharon Claiter_______________ | ) | |
| Witness Name (please print) | ) | |
| ) | ____________________________ |
| c/o 276 Victoria St Kamloops BC | ) | Rene Joseph Gladu |
| Address | ) | |
| ) | |
| Account Manager____________ | ) | |
| Occupation | ) | |
DATED at Vancouver, British Columbia, on March 12, 1999.
| Ian MacLeod________________ | ) | |
| Witness Signature | ) | |
| ) | |
| Ian MacLeod________________ | ) | |
| Witness Name (please print) | ) | |
| ) | ____________________________ |
| 1900 - 885 West Georgia St__ | ) | Robert Joseph Jupe |
| Address | ) | |
| ) | |
| Lawyer__________________ | ) | |
| Occupation | ) | |
DATED at Vancouver, British Columbia, on March 19, 1999.
Wayne Redwick
A/Executive Director