Settlements
EDWARD GUNNAR KENNEDY [Sec. 161 & Settlement Agrmt.]
|
BCSECCOM #:
2001 BCSECCOM 233, 2001 BCSECCOM 234
|
Document Type:
Sec. 161 & Settlement Agrmt.
|
|
Published Date:
2001-02-23
|
Effective Date:
2001-02-15
|
|
Details:
|
|
2001 BCSECCOM 233
IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, C. 418
AND
IN THE MATTER OF EDWARD GUNNAR KENNEDY
Order Under Section 161
[para 1]
1. WHEREAS a Settlement Agreement was executed between Edward Gunnar Kennedy (“Kennedy”) and the Executive Director, a copy of which is attached as Schedule “A”.
[para 2]
2. NOW THEREFORE the Executive Director, considering that it would not be prejudicial to the public interest to do so, orders, BY CONSENT, that:
2.1 pursuant to section 161(1)(d)(i) of the Securities Act, R.S.B.C. 1996, c. 418 (the “Act:”) that Kennedy resign any position he holds as a director or officer of any issuer in British Columbia, including but not limited to, Athabaska Gold Resources Ltd.; and
2.2 pursuant to section 161(1)(d)(ii) of the Act that Kennedy be prohibited from becoming or acting as a director or officer of any issuer, or of any other issuer which provides administrative, managerial or consulting services to any other issuer, for a period of two years from the date of this order.
[para 3]
DATED at Vancouver, British Columbia, on February 15, 2001.
Steve Wilson
Executive Director
2001 BCSECCOM 234
SCHEDULE “A”
IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, C. 418
AND
IN THE MATTER OF EDWARD GUNNAR KENNEDY
Settlement Agreement
[para 1]
1. The following agreed statement of facts has been reached between Edward Gunnar Kennedy (the “Insider”) and the Executive Director as the basis for the undertaking and orders agreed to in paragraphs 4 and 5 below.
Agreed Statement of Facts
[para 2]
2. The Insider acknowledges the following facts as correct:
2.1 During the period from January, 1995, to April, 1999, (the “Relevant Period”), the Insider held the positions of Chairman, CEO and director of Tyhee Development Corp. (formerly Mongolia Gold Resources Ltd.) (the “Reporting Issuer”), a reporting issuer under the SecuritiesAct, R.S.B.C. 1996, c. 418 (the “Act”);
2.2 The Reporting Issuer has its head office in British Columbia and, during the Relevant Period, its securities were listed and posted for trading on the Vancouver Stock Exchange (the “VSE”);
2.3 The Insider, during the Relevant Period, was the President, as well as a director and officer of Ted Kennedy Consulting Ltd. (“TKC”), of which he holds a 50% interest;
2.4 The Insider, during the Relevant Period, failed to file insider reports that reflected transactions occurring in his holding company, TKC, regarding changes in direct or indirect beneficial ownership of, or control or direction over, securities of the Reporting Issuer;
2.5 A cease trade order under section 164 of the Act was issued against the Insider on April 6, 1999, for his failure to file insider reports in respect of transactions occurring through TKC (the “Cease Trade Order”);
2.6 The Cease Trade Order was revoked on April 22, 1999, as a result of the Insider filing insider reports for those transactions; and
2.7 The Insider bulk filed 36 insider reports on April 12, 1999, and paid the applicable late filing fees in the amount of $1,800.00 on May 28, 1999.
2.8 The Insider, by failing to file insider reports showing his direct or indirect beneficial ownership of, control or direction over, the securities of the Reporting Issuer and/or the change or changes in his ownership and control and direction over, securities of the Reporting Issuer, acted contrary to section 87 of the Act and section 155 of the Securities Rules, B.C. Reg. 194/97.
Mitigating Factors
[para 3]
3. In reaching this agreement the Executive Director has taken into account the following:
3.1 The Respondent has brought his insider reports up to date and paid the applicable late filing fee;
The Respondent is currently 70 years old and no longer resides in the jurisdiction but in Australia; and
Other than as a director and officer of Athabaska Gold Resources Ltd., from which position the Respondent will resign upon issuance of the Order consented to at paragraph 5.1 of this Agreement, the Respondent is not presently involved in the securities industry in British Columbia.
Undertaking
[para 4]
4. The Insider undertakes not to become or act as a director or officer of any issuer, or of any other issuer that provides administrative, managerial or consulting services to any other issuer, for a period of two years from this Settlement Agreement.
Order
[para 5]
5. The Insider consents to an order by the Executive Director (the “Order”) that:
5.1 pursuant to section 161(1)(d)(i) of the Act that the Insider resign any position that he holds as a director or officer of any issuer in British Columbia, including but not limited to, Athabaska Gold Resources Ltd.; and
5.2 pursuant to section 161(1)(d)(ii) of the Act that the Insider is prohibited from becoming or acting as a director or officer of any issuer, or of any other issuer which provides administrative, managerial or consulting services to any other issuer, for a period of two years from the date of the Order.
Waiver
[para 6]
6. The Insider 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 Settlement Agreement.
Execution
[para 7]
7. The parties to this Settlement Agreement agree that the Settlement Agreement may be executed in counter-part.
DATED AT Terrigal, NSW, Australia, on February 7, 2001.
“Ted Kennedy”
Edward Gunnar Kennedy
“Aileen Kennedy”
Witness Signature
Aileen Kennedy
Witness Name (please print)
18 Auld Street
Terrigal
Address
Solicitor
Occupation
DATED AT Vancouver, British Columbia, on February 15, 2001.
Steve Wilson
Executive Director