Exemption Orders (Discretionary)

LEONARD A. WRIGHT


2001 BCSECCOM 1032







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

AND

IN THE MATTER OF LEONARD A. WRIGHT

Exemption Order Under Sections 48 and 76

[para 1]
WHEREAS Leonard A. Wright (the “Seller”) has applied to the Executive Director for an order under sections 48 and 76 of the Securities Act, R.S.B.C. 1996, c. 418that certain intended trades by the Seller of securities of Plus International Corporation (the “Company”) in connection with a final release and settlement agreement dated June 25, 2001, are exempt from the requirements of sections 34(1)(a) and 61 of the Act;

[para 2]
AND WHEREAS the Seller has represented to the Executive Director that:

1. the Company is a corporation amalgamated under the Canada Business Corporations Act;

2. the Company is a reporting issuer under the Act and is not in default of any requirement of the Act or the Securities Rules, B.C. Reg. 194/97;

3. the Company’s authorized capital consists of an unlimited number of common shares (the “Shares”), of which 17,567,263 Shares are currently issued and outstanding;

4. the Shares are listed on the Canadian Venture Exchange Inc. (the “CDNX”);

5. the Seller is a director and the chief executive officer of the Company, and is the beneficial holder of 5,084,000 Shares, all of which are currently subject to both resale restrictions under the Act and escrow provisions according to the policies of the CDNX;

6. Asterra Consultants Corp. and Brenrick Management Consultants Inc. are consulting companies that are 100% owned by Richard Goossen;

7. Plus Computers Solutions Inc. (“Plus Computers”), a British Columbia company, entered into a series of agreements with Asterra and Brenrick between November, 1999 and March, 2000 under which Asterra and Brenrick were to provide services in connection with Plus Computers’ efforts to become listed on the CDNX; Plus Computers’ efforts eventually resulted in the completion of the reverse take-over of the Company (the “Transaction”);

8. the relationship between Plus Computers and Asterra and Brenrick was discontinued following disagreements about the duties to be performed and compensation to be paid under the agreements;

9. Asterra and Brenrick commenced an action against Plus Computers with respect to the agreements in the Supreme Court of British Columbia claiming the right to purchase, among other things, approximately 1,500,000 shares of Plus Computers;

10. so as not to delay or jeopardize the Transaction, the Seller:

(a) agreed to indemnify the Company for the claims brought under the action, and

(b) undertook with Asterra, Brenrick and Plus Computers not to dispose of or otherwise transfer 1,500,000 of the Seller’s shares of Plus Computers until the action was settled, other than in connection with the Transaction;

11. on February 12, 2001, the Company and the shareholders of Plus Computers completed the Transaction, as a result of which the Seller exchanged all of his shares of Plus Computers for Shares of the Company and Plus Computers became a wholly-owned subsidiary of the Company;

12. Asterra, Brenrick, Plus Computers, Goossen, the Seller and the Company entered into the settlement agreement under which Asterra and Brenrick agreed to a consent dismissal of the action in consideration of the Seller:

(a) transferring 400,000 Shares to Asterra, and

(b) providing Asterra with a non-transferable option to purchase from the Seller a further 350,000 Shares at a price of $0.80 per Share for a term of two years commencing February 12, 2002;

13. Asterra will enter into an agreement to be bound by the escrow provisions and the 400,000 Shares will remain, after the transfers, subject to the escrow provisions and the hold period expiring the date the statutory hold period on the Shares expires;

14. the CDNX has consented to the transfer within escrow of the 400,000 Shares; and

15. the Seller is not able to rely on the registration and prospectus exemptions contained in the Act or the Rules for the trades of the 400,000 Shares or the option to Asterra;

[para 3]
AND WHEREAS the Executive Director considers that to do so would not be prejudicial to the public interest;

[para 4]
IT IS ORDERED:

1. under sections 48 and 76 of the Act, that the Seller’s intended trades of the 400,000 Shares and the option to Asterra are exempt from the requirements of sections 34(1)(a) and 61 of the Act provided that, prior to the trade of the Shares and the option to Asterra, the Seller provides Asterra with a copy of this order;

2. under section 76 of the Act, that any trade in the 400,000 Shares acquired by Asterra under this order is deemed to be a distribution unless:

(a) the trade is in accordance with the escrow provisions and is made after February 12, 2002;

(b) if the seller is an insider of the Company, other than a director or senior officer of the Company, the seller has filed all records required to be filed under sections 87 and 90 of the Act;

(c) if the seller is a director or senior officer of the Company, the seller has filed all records required to be filed under Part 12 of the Act and the Rules and the Company has filed all records required to be filed under Part 12 of the Act and the Rules;

(d) the trade is not a distribution from the holdings of a control person;

(e) no unusual effort is made to prepare the market or create a demand for the security; and

(f) no extraordinary commission or consideration is paid in respect of the trade; and

3. under section 76 of the Act, that any trade in the option is deemed to be a distribution.


[para 5]
DATED October 29, 2001




Derek E. Patterson
Manager
©2024 British Columbia Securities Commission