Settlements

Trans Rampart Industries Ltd., et al. [Agreed Stmt]

BCSECCOM #:
Document Type:
Agreed Stmt
Published Date:
1990-04-20
Effective Date:
1990-03-30
Details:


IN THE MATTER OF the Securities Act, S.B.C. 1985,
c. 83, as amended
AND IN THE MATTER OF Trans Rampart Industries Ltd.
AND IN THE MATTER OF Dominique Paul Monardo
Agreed Statement of Facts and Undertaking
W.D. Nesmith
March 30, 1990

   The following agreement has been reached between Dominique Paul Monardo ("Monardo"), and the Superintendent of Brokers (the "Superintendent");

1.
Trans Rampart Industries Ltd. ("Trans Rampart"), formerly Rampart Resources Limited, was incorporated under the British Columbia Company Act (the "Company Act") on November 18, 1968 and was listed on the Vancouver Stock Exchange (the "V.S.E.") on February 8, 1980. Trans Rampart was listed on the Toronto Stock Exchange on October 11, 1989, and delisted from the V.S.E. on February 14, 1990.
2.
Monardo is a director of Trans Rampart. Monardo became a director of Trans Rampart on June 17, 1986. Monardo served as president from April 22, 1987 to March, 1988.
3.
Directors' stock options were issued to Monardo on April 2, 1987. Monardo exercised these options to purchase 28,334 shares of Trans Rampart. Monardo paid for these purchases by issuing a promissory note to Trans Rampart dated July 1, 1987 in the amount of $63,750, payable on demand with interest accruing at the rate of 10% per annum (the "Transaction").
4.
No formal board meeting was held at the time of the Transaction and no shareholders' resolution was passed at the time authorizing the Transaction.
5.
At the time the stock options were exercised, Monardo was not familiar with the provisions of the Company Act prohibiting a company from giving financial assistance to a person by way of a loan to purchase shares of the company and the provision requiring that no share be issued until it is fully paid.
6.
The Transaction was disclosed to shareholders in the Information Circular prepared for the July 30, 1988 Annual General Meeting. The Transaction was ratified by shareholders by special resolution at that meeting.
7.
The Transaction was disclosed on the audited financial statements for the year ended October 31, 1987 as a balance sheet item, "Notes Receivable", with accompanying note.
8.
Monardo repaid the outstanding balance of $63,750.00 in full by cheque August 16, 1988.
9.
On September 28, 1988, and at the behest of the V.S.E., Trans Rampart issued a news release publicly disclosing that the Transaction constituted a breach of section 127 of the Company Act and Trans Rampart's Listing Agreement with the V.S.E. On September 1, 1988 Monardo signed a statement addressed to the V.S.E. with respect to the matter (Exhibit "A").
10.
Monardo acknowledges that the Transaction was in violation of the Company Act, section 127(1)(a), which prohibits a company from giving financial assistance to a person by way of loan for the purpose of a purchase of shares in the company, the Company Act, section 43, which requires that no share be issued until it is fully paid and Trans Rampart's Listing Agreement with the V.S.E.
11.
Monardo hereby agrees to pay $1,000 in lieu of sanctions under the British Columbia Securities Act and the sum of $500 for costs of this investigation, and undertakes to ensure that all future corporate activities are in compliance with the Company Act and the Securities Act.
W.D. NESMITH
Superintendent of Brokers

D.P. MONARDO


*  *  *  *  *

September 1st, 1988.

Vancouver Stock Exchange,
Stock Exchange Towers
P. O. Box 10333,
609 Granville Street,
VANCOUVER, B.C.,
V7Y 1R1.

Attention:David Zwarich, Listing Analyst.
Dear Sirs:

This letter addresses the issue of advances made to certain directors of the Company. The undersigned directors of the Company are aware and acknowledge that financial assistance to directors in connection with authorizing the Issue of shares pursuant to stock options in consideration for receiving demand promissory notes, and in connection with cash advances secured by a promissory note, violates the provisions of section 43, and 127 of the British Columbia Company Act, and violates the spirit and intent of the Company's listing agreement with the Vancouver Stock Exchange.

The directors of the Company did not approve the financial assistance granted prior to it being rendered. The directors have taken certain steps to ensure that a similar situation never again arises, by reconstituting its audit committee to comprise Messrs. Michael Croghan, Q.C., Dr. Yacoob Bamania, and George Gronwell, all outside directors. In addition, all Company cheques and treasury orders will henceforth be signed by the Company's President, and Mr. Michael Croghan, Q.C.

The directors regret any embarrassement to the Vancouver Stock Exchange or to Company shareholders resulting from these actions, and ensures the Vancouver Stock Exchange that the directors, collectively and individually, will vigilantly seek to prevent the rendering of such financial assistance by the Company in the future.

D.P. MONARDO
A. PAJAK
G. GRONWALL
Y. BARMANIA
M. CROGHAN