Settlements
MANHATTAN MINERALS CORP. [Settlement Agrmnt]
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BCSECCOM #:
2001 BCSECCOM 1046
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Document Type:
Settlement Agrmnt
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Published Date:
2001-11-06
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Effective Date:
2001-10-25
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Details:
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2001 BCSECCOM 1046
IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418
AND
IN THE MATTER OF MANHATTAN MINERALS CORP.
Settlement Agreement
[para 1]
1. The following settlement of issues has been reached between Manhattan Minerals Corp. (the "Issuer") and the Executive Director.
Agreed Statement of Facts
[para 2]
2. As the basis for the undertaking referred to in paragraph 4 of this Settlement, the Issuer acknowledges the following facts as correct:
2.1 The Issuer was incorporated under the laws of British Columbia on November 18th, 1985, maintains its head office in British Columbia, and has been a reporting issuer under the Securities Act, R.S.B.C. 1996, c. 418 (the "Act") since May 12th, 1988.
2.2 From June 13th, 1988 to February 28th, 1997, the common shares of the Issuer (the "Common Shares") were listed on the Vancouver Stock Exchange.
2.3 From July 13th, 1994 to the present, the Common Shares have been listed on the Toronto Stock Exchange (the "TSE").
2.4 On June 15, 2000, the Issuer closed a private placement (the "Private Placement") of 4,704,917 special warrants (the "Special Warrants"), with each Special Warrant entitling the holder thereof to acquire one Common Share, for no additional consideration.
2.5 In connection with the Private Placement, the Issuer paid AFM Investments Inc. ("AFM") a finder's fee of 124,089 Special Warrants (the "AFM Special Warrants").
2.6 AFM is not an insider of the Issuer or an associate of an insider of the Issuer.
2.7 AFM is a registered broker and dealer with the United States Securities Exchange Commission and is a member in good standing with the National Association of Securities Dealers.
2.8 The Issuer distributed the AFM Special Warrants in violation of sections 34(1)(a) and 61(1) of the Act as:
2.8.1 the Issuer was not registered to trade in securities in British Columbia;
2.8.2 the Issuer did not file a prospectus in respect of the AFM Special Warrants; and
2.8.3 the Issuer could not rely on any of the exemptions from the registration and prospectus requirements contained in 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 The TSE approved the Private Placement and the distribution of the AFM Special Warrants.
3.2 The Issuer has filed and obtained a final receipt from the British Columbia Securities Commission for a short form prospectus qualifying the Common Shares underlying the Special Warrants.
3.3 The Issuer distributed the AFM Special Warrants in reliance on advice from legal counsel, who provided the Issuer with an opinion that the AFM Special Warrants fell within the "isolated trade" exemption contained in sections 45(2)(3) and 74(2)(2) of the Act.
3.4 But for the fact that the Issuer is no longer an "exchange issuer" under the Act, the distribution of the AFM Special Warrants would be exempt from the requirements of sections 34(1)(a) and 61 of the Act under the registration and prospectus exemptions contained in sections 89(e)(ii)(C) and 128(f)(ii)(C) of the Rules.
3.5 The Issuer has co-operated fully with the staff of the British Columbia Securities Commission to resolve this matter.
Undertaking
[para 4]
4. The Issuer undertakes to:
4.1 pay the sum of $5,000 to the Commission; 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 Issuer waives any right itmay 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 Settlement Agreement.
DATED at Vancouver on October 25, 2001.
_____________________________
Manhattan Minerals Corp.
(Signing Authority)
_____________________________
Witness Signature
____________________________
Witness Name (please print)
_____________________________
Address
_____________________________
Occupation
DATED at Vancouver, British Columbia, on October 25, 2001.
Steve Wilson
Executive Director