Settlements

MAUREEN LOUISE KELLY [Sec. 161 & Agreed Stmt]

BCSECCOM #:
Document Type:
Sec. 161 & Agreed Stmt
Published Date:
1998-11-13
Effective Date:
1998-11-10
Details:


IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418

AND

IN THE MATTER OF MAUREEN LOUISE KELLY


Order Under Section 161


1. WHEREAS an Agreed Statement of Facts and Undertaking was executed by Maureen Louise Kelly (“Kelly”) and the Executive Director, a copy of which is attached hereto as Exhibit “A”:

2. NOW THEREFORE the Executive Director, considering that it would be in the public interest to do so, orders, by consent, that:
      2.1 under section 161(1)(c) of the Securities Act, R.S.B.C. 1996, c. 418 (the “Act”), any or all of the exemptions described in sections 44 to 47, 74, 75, 98 and 99 of the Act do not apply to Kelly for a period of 20 years from the date of the Order;

      2.2 under section 161(1)(d) of the Act, Kelly will resign from any position that she holds as a director or officer of any issuer in British Columbia and is prohibited from becoming or acting as a director or officer of any issuer in British Columbia for a period of 20 years from the date of the Order; and

      2.3 under section 161(1)(d) of the Act, Kelly is prohibited from engaging in investor relations activities for a period of 20 years from the date of the Order.


DATED at Vancouver, British Columbia, on November 10, 1998.




Michael J. Watson
A/Executive Director





Exhibit “A”
IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418

AND

IN THE MATTER OF MAUREEN LOUISE KELLY


Agreed Statement of Facts and Undertaking


The following agreement has been reached between Maureen Louise Kelly (“Kelly”) and the Executive Director:

1. As the basis for the order in paragraph 2 of this agreement and the undertakings referred to in paragraph 3 of this agreement, Kelly acknowledges the following facts as correct:
      1.1 Tex-Can Oil & Gas Fund No.1 (“Tex-Can No.1”) was incorporated in the Province of British Columbia and is not a reporting issuer under the Securities Act, S.B.C. 1985, c. 83 (the “Former Act”) and its successor legislation the Securities Act, R.S.B.C. 1996, c. 418 (the “Act”);

      1.2 Tex-Can Oil & Gas Fund No.2 (“Tex-Can No.2”) was incorporated in the Province of British Columbia and is not a reporting issuer under the Former Act or the Act;

      1.3 Tex-Can No.1 and Tex-Can No.2 were formed to raise funds under the sophisticated purchaser exemptions of the Former Act in order to participate in the development and production of oil and natural gas in the United States;

      1.4 Mark-Tech Insurance and Financial Products Inc. (“Mark-Tech”) is a non-reporting issuer incorporated in the Province of British Columbia on July 24, 1989;

      1.5 Mark-Tech was the exclusive agent for the distribution of securities by Tex-Can No.1 and Tex-Can No.2;

      1.6 Kelly was the president and director of Tex-Can No.1 and Tex-Can No.2;

      1.7 Kelly was involved in the sale of investments in Tex-Can No. 1 and Tex-Can No. 2, to the public by way of private placement, through their agent Mark-Tech.

      1.8 Kelly was the president, secretary and sole shareholder of Mark-Tech.

      1.9 Kelly, together with her husband, William Thomas Edward Kelly, directed the affairs of Tex-Can No.1, Tex-Can No. 2 and Mark-Tech;

      1.10 Kelly was not registered to trade or advise in securities in any capacity under the Former Act;

      1.11 Kelly traded in the securities of Tex-Can No.1 and Tex-Can No.2 without registration under the Former Act, either to trade in securities or to act as an advisor, in breach of section 20 of the Former Act [now section 34 of the Act];

      1.12 Kelly knew that the shares in Tex-Can No.1 and Tex-Can No.2 constituted a “security” for which no prospectus was issued and no exemption was available, in breach of section 42 of the Former Act [now section 61 of the Act];

      1.13 Kelly knew that the sophisticated purchaser exemptions did not apply to certain investors in Tex-Can No.1 and Tex-Can No.2;

      1.14 as an officer and director of Tex-Can No.1 and Tex-Can No.2, Kelly authorized, permitted or acquiesced, in statements that were made to the British Columbia Securities Commission (the “Commission”) in Form 20 Report of Exempt Distribution, that were misrepresentations, contrary to section 138(1)(b) of the Former Act [now section 155(1)(c) of the Act]. The misrepresentations were that distributions made to certain investors in Tex-Can No.1 and Tex-Can No.2 were lawfully made under the sophisticated purchaser exemptions of the Former Act,;

      1.15 upon the distribution of the securities in Tex-Can No.1 and Tex-Can No.2, Kelly failed to file the Form 20 and 20A within the required 10 day time period, contrary to sections 128 and 132 (1) of the Securities Regulation, B.C. Reg. 270/86 (the “Regulation”) [now sections 135 and 139(2) of the Securities Rules, B.C. Reg. 196/97 (the “Rules”)];

      1.16 on February 18, 1993, a cease trade order under the Former Act was issued and remains outstanding against the shares of Tex-Can No.1 and Tex-Can No.2 (the “Cease Trade Order”);

      1.17 Kelly traded in the securities of Tex-Can No.1 and Tex-Can No.2 after the Cease Trade Order was issued in breach of section 138(1)(d) of the Former Act [now section 155(1)(e) of the Act];

      1.18 on May 23, 1997 Kelly was convicted of the following offences:
          (a) unlawfully trading in the securities of Tex-Can No.2 after the Cease Trade Order was issued, contrary to section 138(1)(d) of the Former Act [now section 155(1)(e) of the Act];

          (b) late filings of Form 20 Reports of Exempt Distribution and Form 20(A) Acknowledgments, contrary to sections 128 and 132(1) of the Regulation [now sections 135 and 139(2) of the Rules] in relation to the trading in the securities of Tex-Can No.1 and Tex-Can No.2;

          (c) authorizing, permitting or acquiescing in misrepresentations made to the Commission by Tex-Can No.1 and Tex-Can No.2 in Form 20 Reports of Exempt Distributions that the distributions of securities in Tex-Can No.1 and Tex-Can No.2 were lawfully made pursuant to the sophisticated purchaser exemption, contrary to section 138(1)(b) of the Former Act [now section 155(1)(c) of the Act];

          (d) unlawfully trading in the securities of Tex-Can No.1 and Tex-Can No.2 without registration, contrary to section 20 of the Former Act [now section 34 of the Act]; and

          (e) unlawfully distributing securities of Tex-Can No.1 and Tex-Can No.2 without a prospectus having been filed, contrary to section 42 of the Former Act [now section 61 of the Act]; and
      1.20 on September 24, 1997, Kelly was sentenced to imprisonment for six months and four months on all of the charges, to be served concurrently.

2. Kelly consents to an order (the “Order”) by the Executive Director that:

      2.1 under section 161(1)(c) of the Act, any or all of the exemptions described in sections 44 to 47, 74, 75, 98 and 99 of the Act do not apply to Kelly for a period of 20 years from the date of the Order;

      2.2 under section 161(1)(d) of the Act, Kelly will resign from any position that she holds as a director or officer of any issuer in British Columbia and is prohibited from becoming or acting as a director or officer of any issuer in British Columbia for a period of 20 years from the date of the Order; and

      2.3 under section 161(1)(d) of the Act, Kelly is prohibited from engaging in investor relations activities for a period of 20 years from the date of the Order.
3. Kelly undertakes to:
      3.1 comply with the provisions of the Act and the Rules from the date of this agreement; and

      3.2 pay to the Commission the sum of $10,000 representing a portion of the costs of the investigation. The payment shall be made in accordance with the following schedule;
          3.2.1 $500 on the 1st day of every month commencing on December 1, 1998, for a period of 20 months until July 1, 2000; and

          3.2.2 on the terms set out in a Promissory Note executed by Kelly in favour of the Commission.
4. Kelly waives any right she may have under the Act or otherwise to a hearing, hearing and review, judicial review or appeal related to or in connection with or incidental to this agreement and the Order.


DATED at Vancouver, British Columbia, on November 6, 1998.




“David Schwartz”___________)
Witness Signature)
David A. Schwartz__________)
Witness Name)“Maureen Louise Kelly”
304 - 700 W. Pender St._____)
Vancouver, BC V6C 1G8____)
Address)
Barrister & Solicitor_________)
Occupation)

DATED at Vancouver, British Columbia, on November 10, 1998.





Michael J. Watson
A/Executive Director
©2024 British Columbia Securities Commission