Settlements
Kancana Ventures Ltd., et al. [Agreed Statement]
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BCSECCOM #:
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Document Type:
Agreed Statement
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Published Date:
1991-11-08
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Effective Date:
1991-11-06
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Details:
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Kancana Ventures Ltd. (Re)
IN THE MATTER OF The Securities Act, S.B.C. 1985, c. 83
AND IN THE MATTER OF Kancana Ventures Ltd.
AND IN THE MATTER OF Derair N. "Richard" Hagopian
AND IN THE MATTER OF Kancana Ventures Ltd.
AND IN THE MATTER OF Derair N. "Richard" Hagopian
Agreed Statement of Facts and Undertaking
W.D. Nesmith
November 6, 1991
Agreed Statement of Facts and Undertaking:-- The following agreement has been reached between Derair N. "Richard" Hagopian ("Hagopian") and the Superintendent of Brokers (the "Superintendent"):
| 1. |  | Kancana Ventures Limited ("Kancana") 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 for trading on the Vancouver Stock Exchange (the "Exchange"); | |
| 2. | | at all times material to this agreement, Hagopian has been a director and the President of Kancana; | |
| 3. | | on October 27, 1988, Hagopian, on behalf of Kancana, entered into an agreement (the "Agreement") with Pacific Regency Marketing, Ltd. ("Pacific Regency") for advertising space in the publication, World Investment News. The Agreement provided that in exchange for advertising services Pacific Regency would receive 100,000 common shares of Kancana (the "Kancana Shares"); | |
| 4. | | at Hagopian's direction, the Kancana Shares were issued to Pacific Regency on November 14, 1988, even though Pacific Regency had not provided all of the advertising services required by the Agreement; | |
| 5. | | the Kancana Shares were issued without the required approval of the Exchange, contrary to the terms of Kancana's Listing Agreement with the Exchange and Exchange policies; | |
| 6. | | the Kancana Shares were issued without an exemption from the prospectus requirements of the Securities Act, S.B.C. 1985, c. 83 (the "Act") and without appropriate and timely public disclosure; | |
| 7. | | Hagopian made requests to the principals of Pacific Regency for execution of a debt Settlement agreement and when he received no response, he instructed the solicitor for Kancana to take appropriate action and an Order restraining any dealings with the Kancana Shares was issued by the Honourable Judge Hardinge of the County Court of British Columbia on January 5, 1989; | |
| 8. | | prior to the time that the Order was issued, however, Pacific Regency had disposed of the Kancana Shares; | |
| 9. | | Hagopian hereby consents and undertakes to: | |
| (a) | | successfully complete, before June 1993 a course of study satisfactory to the Superintendent dealing with the duties and responsibilities of directors and officers of reporting issuers; | |
| (b) | | seek professional counsel or take other steps as necessary to ensure that all future activities are in compliance with applicable securities legislation and policies; and | |
| (c) | | personally pay to the Minister of Finance and Corporate Relations the sum of $1,000.00 for costs of the investigation into this matter; and | |
| 10. | | Hagopian 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. | |
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| Witness | "Derair N. "Richard" Hagopian" | |
| "B. Wallace" | | |
W.D. NESMITH
Superintendent of Brokers