Public Petroleum Ltd., et al. [Agreed Statement]

Document Type:
Agreed Statement
Published Date:
Effective Date:

Public Petroleum Ltd. (Re)
IN THE MATTER OF The Securities Act, S.B.C. 1985, c. 83
AND IN THE MATTER OF Public Petroleum Ltd.
AND IN THE MATTER OF Elmer Patrick Ayers
and Frederick David Helsel
Agreed Statement of Facts and Undertaking
W.D. Nesmith
September 27, 1991

AGREED STATEMENT OF FACTS AND UNDERTAKING:-- The following agreement has been reached between Elmer Patrick Ayers ("Ayers") and the Superintendent of Brokers (the "Superintendent"):

As the basis for orders made pursuant to section 144 of the Securities Act, S.B.C. 1985, c. 83 (the "Act") withdrawing statutory exemptions from Ayers and prohibiting Ayers from becoming or acting as a director or officer of any reporting issuer, Ayers acknowledges that:
Public Petroleum Ltd. ("Public Petroleum") is a private company incorporated in British Columbia under the Company Act, R.S.B.C. 1979, c. 59;
Ayers was the president, secretary and a director of Public Petroleum and controlled its affairs;
at Ayers' direction, shares of Public Petroleum (the "Shares") were sold to the public between April 1988 and October 1989 in circumstances where:
none of the salesmen were registered to trade in securities under the Act;
no preliminary prospectus or prospectus respecting the Shares had been filed or a receipt issued by the Superintendent;
representations were made to the purchasers that the Shares would be listed or posted for trading on a stock exchange;
undertakings were given as to the future value or price of the Shares;
Ayers was alerted on more than one occasion by staff of the British Columbia Securities Commission as to the requirements of the Act;
Ayers took no action to cease or cause the cessation of such activities or to ensure compliance with the provisions of the Act;
on January 30, 1991 Ayers pleaded guilty to two counts under section 138(1)(c) of the Act being the selling of a security without being duly registered contrary to section 20(1) of the Act and conducting a distribution of a security without filing the necessary prospectus contrary to section 42(1) of the Act. He was fined $50,000;
Ayers consents to the orders of the Superintendent pursuant to section 144 of the Act in the form attached as Schedule "B" (the "Orders");
Ayers 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 or the Orders; and
Ayers agrees to pay the sum of $3,060.00 to the Minister of Finance and Corporate Relations of the Province of British Columbia towards the costs of investigating this matter.
Witness"Elmer Patrick Ayers"
DATED at Vancouver, British Columbia, on September 27, 1991.

Superintendent of Brokers