Settlements
Harwin Exploration and Development Inc., et al. [Agreed Stmt]
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BCSECCOM #:
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Document Type:
Agreed Stmt
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Published Date:
1993-04-30
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Effective Date:
1993-04-26
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Details:
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IN THE MATTER OF the Securities Act, S.B.C. 1985, chapter 83
AND IN THE MATTER OF Harwin Exploration and Development Inc.
AND New Seafarm Systems Ltd.
AND IN THE MATTER OF Ronald A. MacDonald
AND IN THE MATTER OF Harwin Exploration and Development Inc.
AND New Seafarm Systems Ltd.
AND IN THE MATTER OF Ronald A. MacDonald
Agreed Statement of Facts and Undertaking
D.E. Holley
April 26, 1993
The following agreement has been reached between Harwin Exploration and Development Inc. ("Harwin"), New Seafarm Systems Ltd. ("New Seafarm") and Ronald A. MacDonald ("MacDonald") and the Superintendent of Brokers (the "Superintendent"):
1. |  | As the basis for the undertaking referred to in paragraph 2 of this agreement, Harwin, New Seafarm and MacDonald acknowledge the following facts to be correct: | |
(a) | | Harwin is a reporting issuer incorporated under the Company Act, R.S.B.C. 1979, c. 59 (the "Company Act") and its common shares have been listed and posted for trading on the Vancouver Stock Exchange (the "Exchange") since April 23, 1985; | |
(b) | | New Seafarm is a non-reporting issuer incorporated under the Company Act; | |
(c) | | at all times material to this agreement, MacDonald was a director and president of Harwin and New Seafarm; | |
(d) | | during the period of 1986 to 1991 New Seafarm distributed a total of 419,512 common shares (the "New Seafarm Shares") to 22 residents of British Columbia (the "Purchasers") without registration and a prospectus and without the availability of an exemption from the registration and prospectus requirements of the Securities Act, S.B.C. 1985, c. 83 (the "Act"), contrary to sections 20 and 42 of the Act; | |
(e) | | Harwin made representations in its Quarterly Reports for the periods ending from March 31, 1989 to September 30, 1991 that the shares of New Seafarm would be listed on the Exchange by way of amalgamation with Harwin, contrary to section 35 of the Act; and | |
(f) | | Harwin made representations in its Quarterly Reports for the periods ending March 31, 1989, June 30, 1989, September 30, 1989, June 30, 1990 and September 30, 1990 that the regulatory authorities had approved a consolidation of the issued and outstanding shares of Harwin and a proposed name change of Harwin to New Seafarm, even though Harwin had neither applied to nor received the approval of the Exchange for the share consolidation and name change. | |
2. | | MacDonald and New Seafarm undertake, within 90 days of the date of this agreement, to send to each of the Purchasers a copy of this agreement, an offering memorandum prepared in accordance with Form 43 under the Act and a right of rescission in respect of each Purchaser's portion of the New Seafarm Shares effective for 30 days from receipt of the offering memorandum, and to file a copy of that offering memorandum and right of rescission. | |
3. | | MacDonald agrees to pay to the order of the Minister of Finance and Corporate Relations the sum of $5,000. in respect of costs of the investigation of this matter. | |
4. | | New Seafarm and MacDonald waive any right they 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. | |
| NEW SEAFARM SYSTEMS LTD. | |
| Per: | _____________________ | |
| | Authorized Signatory | |
| Per: | R. MacDONALD | |
| | Authorized Signatory | |
_________________ ) | | | |
Witness ) | | | |
) | | | |
430 - 580 Hornby ) | | RONALD A. MacDONALD | |
Vancouver, B.C. ) | | | |
V6C 3B6 ) | | | |
_________________ ) | | | |
Address ) | | | |
D.E. HOLLEY
Superintendent of Brokers