Settlements

Red Fox Minerals Ltd., et al. [Sec. 144]

BCSECCOM #:
Document Type:
Sec. 144
Published Date:
1992-10-30
Effective Date:
1992-10-14
Details:


IN THE MATTER OF the Securities Act, S.B.C. 1985, chapter 83
AND IN THE MATTER OF Red Fox Minerals Ltd.
AND IN THE MATTER OF Josef Konradt
Order Under Section 144
W.D. Nesmith
October 14, 1992

ORDER:--  WHEREAS an Agreed Statement of Facts and Undertaking was executed by Josef Konradt ("Konradt") and the Superintendent of Brokers (the "Superintendent"), a copy of which is attached hereto as Schedule "A";

NOW THEREFORE the Superintendent, considering that it would be in the public interest to do so, orders, BY CONSENT, that, pursuant to section 144(1)(a) of the Securities Act, S.B.C. 1985, c. 83 (the "Act"), Konradt comply with the provisions of the Act and of the Securities Regulation, B.C. Reg. 270/86, and in particular those relating to control person resale restrictions and reporting requirements.

W.D. NESMITH
Superintendent of Brokers


* * * * *
SCHEDULE A
Agreed Statement of Facts and Undertaking

The following agreement has been reached between Josef Konradt ("Konradt") and the Superintendent of Brokers (the "Superintendent"):

1.Red Fox Minerals Ltd. ("Red Fox") is a reporting issuer incorporated in British Columbia under the Company Act, R.S.B.C. 1979, c. 59, and its common shares are listed on the Vancouver Stock Exchange;
2.Konradt is a resident of Dielheim, Germany;
3.Konradt acknowledges that on or about September 10, 1991, he participated, with 12 other German investors (collectively, the "German Investors"), in the acquisition of 1,798,990 shares of Red Fox's 2,273,000 issued and outstanding shares (the "Control Shares") resulting in a change of control of Red Fox to the German Investors (the "Change of Control");
4.Konradt acknowledges that on or about September 10, 1991, the German Investors entered into a further agreement, subject to regulatory approval, to acquire in equal portions certain shares which were to be issued with respect to certain indebtedness of Red Fox (the "Debt Shares");
5.Konradt acknowledges that on or about September 18, 1991, certain of the German Investors made arrangements to purchase, in equal portions, 200,000 shares of Red Fox which were to be issued on that date to two drilling companies in return for interests in certain oil and gas properties (the "Property Shares");
6.Konradt acknowledges that Norbert Bozon ("Bozon") acted as an adviser to the German Investors to complete the purchases of the Control Shares, the Debt Shares, and the Property Shares (collectively, the "Share Purchases");
7.Konradt acknowledges that, by virtue of the manner in which the Share Purchases described above were structured and effected by the German Investors, he and the other German Investors acted jointly and in concert for the purposes of Part 11 of the Securities Act S.B.C. 1985, c. 83 (the "Act") and for the purposes of the control person provisions of the Act;
8.Konradt acknowledges that the Change of Control and the Share Purchases required disclosure pursuant to section 93(1) of the Act and that he failed to comply with that requirement;
9.Konradt acknowledges that subsequent to the Share Purchases he, as a control person, distributed certain Red Fox shares which he acquired while a control person, without a prospectus or an available prospectus exemption (the "Dispositions");
10.Konradt represents that the violations set out in paragraphs 8 and 9 were inadvertent and that he and the other German Investors relied upon the advice of Canadian legal counsel for Red Fox in respect of all securities matters relating to the Change of Control and the manner in which the Share Purchases were structured and effected by the German Investors, and with respect to all notice requirements under the Act;
11.Konradt consents to an order by the Superintendent under section 144(1)(a) of the Act that he will comply with the provisions of the Act and the Securities Regulation, S.B.C. Reg 270/86, with respect to dispositions of securities as a control person;
12.Konradt hereby consents and undertakes to pay to the Minister of Finance and Corporate Relations the sum of $2,500; and
13.Konradt 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 agreement and any related orders.
DATED at Frankfurt, Germany, on August 25, 1992.

Witness:N. BOZON  )  JOSEF KONRADT
DATED at Vancouver, British Columbia, on October 9, 1992.

W.D. NESMITH
Superintendent of Brokers