Settlements

Karin Arnold, et al. [Sec. 144]

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


Red Fox Minerals Ltd.  (Re)
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 Karin Arnold
Order Under Section 144
W.D. Nesmith
October 14, 1992

ORDER:--  WHEREAS an Agreed Statement of Facts and Undertaking was executed by Karin Arnold ("Arnold") 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"), Arnold 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 Karin Arnold ("Arnold") 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.
Arnold is a resident of Frankfurt, Germany;
3.
Arnold acknowledges that on or about September 10, 1991, she 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.
Arnold acknowledges that on or about September 10, 1991, the German Investors (with the exception of Klaus Berg) entered into a further agreement to acquire, in equal portions, certain shares which were to be issued with respect to certain indebtedness of Red Fox (the "Debt Shares");
5.
Arnold 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.
Arnold 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.
Arnold acknowledges that, by virtue of the manner in which the Share Purchases described above were structured and effected by the German Investors, she 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.
Arnold acknowledges that the Change of Control and the Share Purchases required disclosure pursuant to section 93(1) of the Act and that she failed to comply with that requirement;
9.
Arnold represents that the violations set out in paragraph 8 was inadvertent and that she 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;
10.
Arnold consents to an order by the Superintendent under section 144(1)(a) of the Act that she 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;
11.
Arnold hereby consents and undertakes to personally pay to the Minister of Finance and Corporate Relations the sum of $1,000; and
12.
Arnold waives any right she 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 ______________, Germany, on August 20, 1992.

Witness:WOLFGANG SCHMIDT  )  KARIN ARNOLD
DATED at Vancouver, British Columbia, on October 9, 1992.

W.D. NESMITH
Superintendent of Brokers