Settlements
CANADIAN SUPERIOR OIL INC., et al. [Sec. 161 & Agreed Stmt]
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BCSECCOM #:
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Document Type:
Sec. 161 & Agreed Stmt
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Published Date:
1997-08-22
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Effective Date:
1997-08-15
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Details:
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IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418
AND
IN THE MATTER OF CANADIAN SUPERIOR OIL INC.,
LORNE LAATSCH, DANIEL MAARSMAN AND ROBERT PALKOWSKI
Order Under Section 161
WHEREAS an Agreed Statement of Facts and Undertaking was executed by Lorne Laatch and the Executive Director, a copy of which is attached hereto as Schedule “A” (the “Agreement”);
NOW THEREFORE the Executive Director, considering that it would be in the public interest to do so orders, by consent, that:
1. under section 161(1)(c) of the Securities Act, R.S.B.C. 1996, c. 418 (the “Act”), the exemptions described in sections 44 to 47, 74, 75, 98 and 99 do not apply to Laatsch for a period of 7 years from the date of this Order, and until Laatsch has made payment in full to the British Columbia Securities Commission of the amount set out in paragraph 3 of the Agreement;
2. under section 161(1)(d) of the Act, Laatsch is prohibited from engaging in investor relations activities for a period of 7 years from the date of this Order, and until Laatsch has made payment in full to the British Columbia Securities Commission of the amount set out in paragraph 3 of the Agreement; and
3. under section 161(1)(d) of the Act, Laatsch is prohibited from becoming or acting as a director or officer of any issuer for a period of 7 years from the date of this Order, until Laatsch has made payment in full to the British Columbia Securities Commission of the amount set out in paragraph 3 of the Agreement, and until Laatsch has successfully completed a course of study satisfactory to the Executive Director concerning the duties and responsibilities of directors and officers.
DATED at Vancouver, British Columbia, on August 15, 1997.
Paul C. Bourque
Executive Director
Schedule “A”
IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418
AND
IN THE MATTER OF CANADIAN SUPERIOR OIL INC.,
LORNE LAATSCH, DANIEL MAARSMAN AND ROBERT PALKOWSKI
Agreed Statement of Facts and Undertaking
The following agreement has been reached between Lorne Laatsch and the Executive Director:
1. As the basis for the order in paragraph 2 and the undertaking in paragraph 3 of this Agreement, Laatsch acknowledges the following facts as correct:
- (a) Canadian Superior Oil Inc. (“Canadian Superior”) was incorporated under the Company Act, R.S.B.C. 1979, c. 59 on December 19, 1995.
(b) Continental Waste Conversion Inc. (“Continental Waste”) has its shares listed for trading on the Alberta Stock Exchange, and is neither incorporated nor extra-provincially registered in British Columbia.
(c) Laatsch was a director of Canadian Superior from December 20, 1995 until March 7, 1996 and resides in British Columbia.
(d) during the period from December 1995 to March 1996 (the “Relevant Period”), Canadian Superior distributed its securities in British Columbia (the “Distribution”) without registration, without filing and obtaining a receipt for a prospectus, and without an applicable exemption from the registration and prospectus requirements of the Act, contrary to sections 20(1) and 42(1) of the Securities Act, S.B.C. 1985, c. 83 (the “Former Act”).
(e) during the Relevant Period, Laatsch traded in the securities of Canadian Superior in British Columbia without registration and caused Canadian Superior to make the Distribution, contrary to sections 20(1) and 42(1) of the Former Act.
(f) during the Relevant Period, Laatsch made representations, with the intention of effecting a trade, that the securities of Canadian Superior would be listed and posted for trading on an exchange and that an application had been or would be made to list and post the securities of Canadian Superior for trading on an exchange, contrary to sections 35(1)(c)(i) and 35(1)(c)(ii) of the Former Act.
(g) in February and March, 1996, Laatsch gave undertakings, with the intention of effecting a trade, relating to the future value or price of the securities of Canadian Superior, contrary to section 35(1)(b) of the Former Act.
(h) in September 1994, Laatsch recommended the purchase of the securities of Continental Waste (the “Shares”) to an investor in British Columbia (the “Investor”), agreed to purchase the Shares for the Investor with the Investor’s funds, provided the Investor’s funds to a third party, instructed the third party to place an order with a registrant for the purchase of the Shares, and represented to the Investor that he was holding the Shares on the Investor’s behalf.
(i) during the period from September to December 1994, without the Investor’s knowledge, Laatsch instructed the third party referred to in paragraph 1(h) to arrange for the sale of the Shares, and Laatsch did not account to the Investor for the proceeds he received from the sale of the Shares.
(j) in the course of the activities described in subparagraphs 1(h) and 1(i):
(i) Laatsch traded in the securities of Continental Waste, contrary to section 20(1) of the Former Act; and
(ii) Laatsch engaged in a transaction relating to an acquisition of and a trade in the securities of Continental Waste when he knew or ought reasonably to have known that the transaction or scheme perpetrated a fraud on the Investor, contrary to section 41.1(b) of the Former Act.
- (a) under section 161(1)(c) of the Securities Act, R.S.B.C. 1996, c. 418 (the “Act”) that the exemptions described in sections 44 to 47, 74, 75, 98 and 99 not apply to Laatsch for a period of 7 years from the date of the Order and until Laatsch has made payment in full to the British Columbia Securities Commission of the amount set out in paragraph 3;
(b) under section 161(1)(d) of the Act that Laatsch be prohibited from engaging in investor relations activities for a period of 7 years from the date of the Order and until Laatsch has made payment in full to the British Columbia Securities Commission of the amount set out in paragraph 3; and
(c) under section 161(1)(d) of the Act that Laatsch be prohibited from becoming or acting as a director or officer of any issuer for a period of 7 years from the date of the Order, until Laatsch has made payment in full to the British Columbia Securities Commission of the amount set out in paragraph 3, and until Laatsch has successfully completed a course of study satisfactory to the Executive Director concerning the duties and responsibilities of directors and officers.
4. Laatsch 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 the Order.
DATED at Vancouver, British Columbia, on August 14, 1997.
| “Margo Trogadis”______________ | ) | |
| Witness | ) | |
| Margo Trogadis________________ | ) | |
| Witness Name | ) | |
| 1100-865 Hornby St., Vancouver BC | ) | |
| Address | ) | Lorne Laatsch |
| Legal Secretary_________________ | ) | |
| Occupation | ) |
DATED at Vancouver, British Columbia, on August 14, 1997.
Paul C. Bourque
Executive Director