Settlements

BARKER MINERALS LTD. [Settlement Agrmnt.]

BCSECCOM #:
2001 BCSECCOM 212
Document Type:
Settlement Agrmnt.
Published Date:
2001-02-19
Effective Date:
2001-02-16
Details:


2001 BCSECCOM 212


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

AND

IN THE MATTER OF BARKER MINERALS LTD.


Settlement Agreement

[para 1]
1. The following settlement of issues has been reached between Barker Minerals Ltd. (the "Respondent") and the Executive Director.

Agreed Statement of Facts

[para 2]
2. As the basis for the undertakings referred to in paragraph 4 of this settlement, the Respondent acknowledges the following facts as correct:

2.1 the Respondent was formed pursuant to an Amalgamation Agreement among Barker Minerals Ltd. ("Barker"), 503843 B.C. Ltd. ("503843") and LED Resource Ltd. ("LED") under the provisions of the Company Act, R.S.B.C. 1996, c. 62 (the "Company Act") on August 1, 2000 (the "Amalgamation"), has its head office in Langley, British Columbia, and it is not a reporting issuer under the Securities Act, R.S.B.C. 1996, c. 418 (the "Act");
    2.2 Barker, formerly known as BPYA 1180 Holdings Ltd., was incorporated under the Company Act on November 5, 1993, at all materials times had its head office in Langley, British Columbia, and was never a reporting issuer under the Act;

    2.3 503843 B.C. Ltd. ("503843") was incorporated under the Company Act on September 8,1995, at all material times had its head office in Langley, British Columbia, and was never a reporting issuer under the Act;
      2.4 LED Resource Inc. ("LED") was incorporated under the Company Act on April 17, 1996, at all material times had its head office in Langley, British Columbia, and was never a reporting issuer under the Act;
        2.5 during the period from March 1994 to September 1995, Barker distributed securities to 48 residents of British Columbia in reliance on the exemption from the registration and prospectus requirements contained in sections 34 and 61 of the Act, which is set out in sections 46(j) and 76(1)(a) of the Act (the "Private Issuer Exemption"),
          2.6 from September 1995 to July 1998, 503843 distributed 1,470,752 of its securities to 43 residents of British Columbia (the "503483 Purchasers"), for proceeds of approximately $650,000, in purported reliance on the Private Issuer Exemption;
            2.7 during the period from May 1996 to March 1998, LED distributed 2,497,576 of its securities to 50 residents of British Columbia (the "LED Purchasers", which, together with the "503483 Purchasers", are referred to as the "Holdco Purchasers"), for proceeds of approximately
            $1,200,000, in purported reliance on the Private Issuer Exemption;

            2.8 503843 and LED (the "Holdcos") covenanted with the Holdco Purchasers that any securities purchased in the Holdcos (the "Holdco Distributions") would eventually be exchanged for securities in Barker on a one-for-one basis;

            2.9 proceeds of the Holdco Distributions were used by the Holdcos to purchase securities in Barker;
              2.10 the Holdcos were incorporated and the Holdco Distributions were effected for the sole purpose of continuing to raise seed capital for Barker, as Barker was approaching the 50 shareholder limit to the Private Issuer Exemption;
                2.11 the Holdco Distributions were made in violation of the registration and prospectus requirements contained in sections 34 and 61 of the Act as:

                2.11.1 the Holdcos were not registered to trade in British Columbia and did not file a prospectus under the Actin respect of the Holdco Distributions;

                2.11.2 the Holdcos could not rely on the Private Issuer Exemption, as the Holdcos were incorporated for the sole purpose of permitting Barker to continue to raise capital after reaching the 50 shareholder limit under the Private Issuer Exemption; and

                2.11.3 neither Barker nor the Holdcos could rely on any of the other exemptions from the registration and prospectus requirements under the Act or the Securities Rules, B.C. Reg. 194/97 (the "Rules").

                Mitigating Facts

                [para 3]
                3. The Executive Director has taken into account the following facts as factors mitigating the sanctions which would otherwise have applied in the public interest:

                3.1 staff of the Commission has been advised by the Respondent that the proceeds raised from the Holdco Distributions were used by Barker for legitimate business purposes, and audited financial statements for the Holdcos and Barker during the relevant time period do not suggest otherwise;

                3.2 in September 1999, the Holdcos made offers of rescission, accompanied by disclosure in the form of an offering memorandum in the form required under the Act, to each of the Holdco Purchasers (the "Offer");

                3.3 three of the Holdco Purchasers accepted the Offer and have received full payment for
                their securities in the Holdcos;
                  3.4 since the date of the Holdco Distributions, Barker has prepared and filed with the Commission an offering memorandum in the form required under the Act;

                  3.5 as a result of the Amalgamation, all of the Holdco Purchasers who did not accept the
                  Offer received one share in the Respondent for every one share held in the Holdcos; and

                  3.6 Barker voluntarily disclosed to the Commission the violation of the Act occasioned by the
                  Holdco Distributions, and Barker, the Holdcos and the Respondent have co-operated fully with
                  Staff during the course of the investigation.


                  Undertaking

                  [para 4]
                  4. The Respondent undertakes to:

                  4.1 pay the sum of $10,000 to the Commission, $3,000 of which represents the costs of the investigation; and

                  4.2 comply with the requirements of the Act, the Rules and all applicable regulations, policies and guidelines, from the date of this agreement.


                  Waiver

                  [para 5]
                  5. The Respondent waives any right it 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 February 9, 2001.


                  __________________________________)
                  Barker Minerals Ltd.)
                  (Signing Authority))
                  )
                  __________________________________)
                  Witness Signature)
                  )
                  __________________________________)
                  Witness Name (Please Print))
                  )
                  __________________________________)
                  Address)
                  )
                  __________________________________)
                  Occupation)


                  DATED at Vancouver, British Columbia, on February 16, 2001.




                  Steve Wilson
                  Executive Director
                  ©2024 British Columbia Securities Commission