BCSC

Settlements

MICHAEL LEVINSON [Agreed Stmt.]

BCSECCOM #:	Document Type: Agreed Stmt.
Published Date: 1999-08-20	Effective Date: 1999-08-12
Details:

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

AND

IN THE MATTER OF MICHAEL LEVINSON

Agreed Statement of Facts and Undertaking

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

1. As the basis for the undertaking set out in paragraph 2 of this agreement, Levinson acknowledges the following facts as correct:

1.1 Gold Canyon Resources Inc. (“Gold Canyon”) is a reporting issuer under the

Securities Act

, R.S.B.C. 1996, c. 418 (the “

Act

”) and its common shares are listed and posted for trading on the Vancouver Stock Exchange;

1.2 Bradner Resources Ltd. (“Bradner”) is a reporting issuer under the

Act

, and its common shares are listed and posted for trading on the Vancouver Stock Exchange;

1.3 Levinson has been a director and an officer of Gold Canyon and a director and an officer of Bradner at all material times;

1.4 Levinson is considered an insider of Gold Canyon and Bradner;

1.5 Levinson’s direct or indirect beneficial ownership of or control or direction over securities of Gold Canyon changed each month during the period from February 1997 to July 1998, such that he was required to file insider reports within 10 days after the end of the month in which the change took place, in accordance with the provisions of section 87(4) of the

Act

;

1.6 during the period from February 1997 to July 1998, approximately 412 trades, representing the acquisition of 1,725,866 common shares and options issued by Gold Canyon, and the disposition of 955,978 common shares and options issued by Gold Canyon, were not reported as required;

1.7 Levinson’s direct or indirect beneficial ownership of or control or direction over securities of Bradner changed during April 1997 and June 1997, and each month during the period from September 1997 to July 1998, such that he was required to file insider reports within 10 days after the end of the month in which the change took place, in accordance with the provisions of section 87(4) of the

Act

;

1.8 during April 1997 and June 1997, and during the period from September 1997 to July 1998, approximately 83 trades, representing the acquisition of 1,163,153 common shares and options issued by Bradner, and the disposition of 1,218,785 common shares and options issued by Bradner, were not reported as required;

1.9 Levinson did not file the insider reports as required but, instead, bulk filed the insider reports for trading in Gold Canyon and Bradner, in August 1998, which was outside the prescribed time period, contrary to section 87(4) of the

Act

; and

1.10 Levinson represents that he relied upon his legal counsel to prepare and submit the insider reports for his trading in Gold Canyon and Bradner, and a power of attorney was executed for this purpose, which his legal counsel failed to act upon within a reasonable period of time.

2. Levinson undertakes to:

2.1 ensure that all his future filings required under the

Act

are complete, accurate and timely, and comply fully with the

Act

and the

Securities Rules

, B.C. Reg. 194/97;

2.2 pay the sum of $5,000 to the Commission, $1,500 of which represents the costs of the investigation and the remainder a penalty; and

2.3 waive any right 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 August 11, 1999.

“H.R. Anderson”	)
Witness	)
	)
H. Roderick Anderson	)	“Michael Levinson”
Witness Name (please print)	)	Michael Levinson
Suite 607 - 808 Nelson Street	)
Vancouver, B.C. V6Z 2H2	)
Address	)
	)
Barrister & Solicitor	)
Occupation	)

DATED at Vancouver, British Columbia, on August 12th, 1999.

Steve Wilson
Executive Director