Settlements

Aatra Resources Ltd., et al. [Agreed Stmt]

BCSECCOM #:
Document Type:
Agreed Stmt
Published Date:
1992-07-03
Effective Date:
1992-07-03
Details:


IN THE MATTER OF the Securities Act, S.B.C. 1985, chapter 83
AND IN THE MATTER OF Aatra Resources Ltd. and
Paul Anthony Quinn
Agreed Statement of Facts and Undertaking

STATUTES CITED:

Company Act, R.S.B.C. 1979, c. 59.
Securities Act, S.B.C. 1985, c. 83, ss. 30, 31, 32, 33, 34, 35, 55, 58, 80, 81, 144(1)(c), 144(1)(d).
   The following agreement has been reached between Paul Anthony Quinn ("Quinn") and the Superintendent of Brokers;

   1.  As the basis for the undertaking referred to in this agreement Quinn acknowledges the following facts as correct:

(a)
Aatra Resources Ltd. ("Aatra") (formerly Mt. Graves Resources Inc., formerly Roymais Enterprises Corporation) is a reporting issuer incorporated in British Columbia under the Company Act, R.S.B.C. 1979, c. 59, whose common shares were listed on the Vancouver Stock Exchange (the "Exchange") on August 16, 1989;
(b)
pursuant  to  an  agreement  (the  "Reorganization Agreement")  dated  June  16,  1989,  Aatra  was substantially reorganized.  Under the Reorganization Agreement Quinn was appointed as the president and a director of Aatra;
(c)
Quinn was not involved in any manner in the negotiations that determined the terms of the Reorganization Agreement;
(d)
Aatra filed a prospectus (the "Prospectus"), dated August 10, 1989, with the British Columbia Securities Commission (the "Commission").  Quinn as President, Director and Chief Executive Officer signed the certificate (the "Certificate") contained in the Prospectus;
(e)
the Certificate, in respect of the Prospectus, declared the following:
"The foregoing constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by the Securities Act and its regulations.";
(f)
at the time he signed the Certificate, Quinn was aware that Victor Joseph Meunier ("Meunier") was a promoter of Aatra as defined in the Securities Act, S.B.C. 1985, c. 83 (the "Act") and that Meunier was also performing the functions of a director of Aatra;
(g)
Quinn knew that the Prospectus failed to disclose Meunier's role in the affairs of Aatra;
(h)
the Prospectus represented that Quinn was the beneficial owner of 117,500 Aatra seed shares pursuant to the Reorganization Agreement.  Quinn did not intend to take possession of these shares and was in fact a nominee of Meunier, who paid for and took possession of the shares;
(i)
the Prospectus represented that Quinn was the beneficial owner of an option to purchase 108,650 Aatra shares at a price of $0.35 per share.  Quinn did not intend to take possession of these options and was in fact a nominee of Meunier, who paid for the exercise of the options and took possession of the shares;
(j)
Quinn, in concert with Henry P.M. Huber, arranged for client accounts (the "Nominee Accounts") to be set up at Continental Securities in the names of Larissa Sinkevitch, Jon Martin, Chris Ewen and Steve Clements;
(k)
Quinn arranged for the Nominee Accounts to purchase a total of 140,000 shares from the Aatra Initial Public Offering (the "IPO") with funds obtained from Meunier.  Quinn arranged for all the shares to be delivered from the Nominee Accounts to Meunier following the IPO;
(l)
Quinn ensured that the principals of the Nominee Accounts did not exercise effective control over the Aatra shares in their accounts;
(m)
Quinn purchased 60,000 Aatra IPO shares, in his own name through Continental Securities, with funds obtained from Meunier.  Ten thousand (10,000) of the shares were delivered to Meunier by Quinn and the remaining 50,000 shares were sold through the facilities of the Exchange on August 16, 1989.
(n)
in October, November and December of 1989 Quinn received a total of 53,650 Aatra shares from Meunier.  Quinn subsequently sold the shares through an account at Brink, Hudson &  Lefever Ltd. and returned  the majority of  the proceeds to Meunier; and
(o)
Quinn did not file accurate or timely Insider Reports with the Commission regarding his acquisition and disposition of Aatra shares during the months of August, September, October, November and December of 1989.
   2.  Quinn acknowledges that the purpose of the Nominee Accounts was to conceal the fact that Meunier was the true beneficial owner of the Aatra IPO shares which were purchased through the Nominee Accounts.

   3.  Quinn acknowledges that the representation in the Prospectus that he was the beneficial owner of 117,500 Aatra seed shares was false and had the effect of concealing the fact that Meunier was the true beneficial owner of the shares.

   4.  Quinn acknowledges that the representation in the Prospectus that he was the beneficial owner of options to purchase 108,650 Aatra shares was false and had effect of concealing the fact that Meunier was the true beneficial owner of the options.

   5.  Quinn consents to an order under section 144(1)(c) of the Act that the exemptions described in the sections 30 to 32, 55, 58, 80 and 81 do not apply to him for a period of fifteen years from the date of this undertaking.

   6.  Quinn consents an order under section 144(1)(d) of the Act that he be prohibited from becoming or acting as a director or officer of any reporting issuer for a period of fifteen years from the date of this undertaking.

   7.  Quinn consents to an order under section 144(1)(d) of the Act that he be prohibited from becoming or acting as a director or officer of any issuer that provides management and administrative, promotional or consulting services to a reporting issuer for a period of fifteen years from the date of this undertaking.

   8.  Quinn agrees and undertakes to pay the sum of $20,000 to the Minister of Finance and Corporate Relations of the Province of British Columbia.

   9.  Quinn waives 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 and the related orders.

K. REILLY
Witness
1301-865  Hornby Street
Vancouver, B.C.
Address

P.A. QUINN

W.D. NESMITH
Superintendent of Brokers