Notices of Hearing & Temporary Orders
ANDREW RUTHERFORD PROWSE [Sec. 161]
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BCSECCOM #:
2001 BCSECCOM 272
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Document Type:
Sec. 161
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Published Date:
2001-03-05
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Effective Date:
2001-02-27
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Details:
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2001 BCSECCOM 272
IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418
AND
IN THE MATTER OF ANDREW RUTHERFORD PROWSE
Notice of Hearing Under Section 161[para 1]
1. TAKE NOTICE that a hearing will be held (the “Hearing”) to give Andrew Rutherford Prowse (“Prowse”) an opportunity to be heard before the British Columbia Securities Commission (the “Commission”) considers whether it is in the public interest to make the following orders:
1.1 pursuant to section 161(1)(c) of the Securities Act, R.S.B.C. 1996, c. 418 (the “Act”) that any or all of the exemptions described in sections 44 to 47, 74, 75, 98 or 99 of the Act do not apply to Prowse;
1.2 pursuant to section 161(1)(b) of the Act that Prowse cease trading in any securities or exchange contracts;
1.3 pursuant to section 161(1)(d) of the Act that Prowse resign any position he holds as a director or officer of any issuer;
1.4 pursuant to section 161(1)(d) of the Act that Prowse be prohibited from becoming or acting as a director or officer of any issuer;
1.5 pursuant to section 161(1)(d) of the Act that Prowse be prohibited from engaging in any investor relations activities;
1.6 pursuant to section 162 of the Act that Prowse pay an administrative penalty;
1.7 pursuant to section 174 of the Act that Prowse pay prescribed fees or charges for the costs of, or related to, the Hearing; and
1.8 to make any other orders as may be appropriate in the circumstances.
[para 2]
2. AND TAKE NOTICE that the Commission will be asked to consider the following facts and allegations in making its determination:
Liquid Gold Resources Ltd.:
2.1 During the period from January, 1996, to the present, Prowse was the President and a director of, and therefore an insider of, Liquid Gold Resources Inc. (“Liquid Gold”).
2.2 Liquid Gold (now the West African Venture Exchange Corp.) was incorporated in the Province of British Columbia on or about November 1983, and has its head office in British Columbia.
2.3 During the material period from February, 1997, to February, 1998, (the “Liquid Gold Relevant Period”), Liquid Gold was a reporting issuer under the Act.
2.4 During the Liquid Gold Relevant Period, Prowse filed no insider reports but made changes in his direct or indirect beneficial ownership of, or control or direction over, securities of Liquid Gold.
2.5 Prowse bulk filed 13 insider reports relating to changes in his direct or indirect beneficial ownership of securities of Liquid Gold, during the Liquid Gold Relevant Period, on or about March 30, 1998, and paid the applicable late filing fees of $600 on or about April 3, 1998.
The Other Issuers:
2.6 During the period from March, 1993, to April, 1998, Prowse was the Corporate Secretary, and therefore an insider of, Sun Devil Gold Corp. (“Sun Devil”).
2.7 During the period from July, 1992, to the present, Prowse was a director of, and therefore an insider of, Glassmaster Industries Inc. (“Glassmaster”).
2.8 During the period from May, 1994, to February, 1998, Prowse was a director of, and therefore an insider of, A.C.T. Industrial Corporation (“A.C.T.”).
2.9 During the period from June, 1994, to the present, Prowse was a director of, and therefore an insider of, Future Media Technologies Corp. (“Future Media”).
2.10 Sun Devil (now the Cardero Resource Corp.), Glassmaster (now Interlink Systems Inc.), A.C.T. (now Rhona Online.com Inc.) and Future Media (now Future Link Systems Inc.), are collectively referred to as the “Other Issuers”.
2.11 At all material times hereto, the Other Issuers were incorporated in the Province of British Columbia, and had been since the 1980’s, and maintained their head offices in British Columbia. Glassmaster and Future Media were removed for continuation in Wyoming in May of 1998, and in February of 1999, respectively.
2.12 During the period from April, 1995, to July, 1998, (the “Other Issuer Relevant Period”), the Other Issuers were reporting issuers under the Act.
2.13 During the Other Issuer Relevant Period, Prowse filed no insider reports but made changes in his direct or indirect beneficial ownership of, or control or direction over, securities of the Other Issuers.
2.14 Prowse bulk filed 10 insider reports relating to changes in his direct or indirect beneficial ownership of securities of the Other Issuers, during the Other Issuer Relevant Period, on or about June 10, 1998, and paid the applicable late filing fees of $500 on or about August 14, 1998.
2.15 Prowse, by failing to file insider reports showing his direct or indirect beneficial ownership of, control or direction over, securities of Liquid Gold and of the Other Issuers, and the change or changes in his direct or indirect ownership and control of, or direction over, securities of Liquid Gold and of the Other Issuers, acted contrary to section 87 of the Act, section 155 of the Securities Rules, B.C. Reg. 194/97, and the public interest.
[para 3]
3. AND TAKE NOTICE that Prowse may be represented by counsel at the Hearing, and make representations and lead evidence. Prowse is requested to advise the Commission of his intention to attend the Hearing by informing the Secretary to the Commission atPO Box 10142, Pacific Centre, 701 West Georgia Street, Vancouver, BC V7Y 1L2 phone: (604) 899-6500.
[para 4]
4. AND TAKE NOTICE that Prowse or his counsel are required to attend at the 12th Floor Hearing Room, 701 West Georgia Street, Vancouver, British Columbia, on Wednesday, April 11, 2001, at 9:00 a.m. if he wishes to be heard before the Commission sets a date for the Hearing.
[para 5]
5. AND TAKE NOTICE that determinations may be made in this matter if Prowse, or his counsel, do not appear at the Hearing.
[para 6]
DATED at Vancouver, British Columbia, on February 27, 2001.
Martin Eady
A/Executive Director