BCSC

Settlements

PATRICK JOSEPH GLEESON [Sec. 161 & Agreed Stmt]

BCSECCOM #:	Document Type: Sec. 161 & Agreed Stmt
Published Date: 1998-12-11	Effective Date: 1998-12-04
Details:

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

AND

IN THE MATTER OF PATRICK JOSEPH GLEESON

Order Under Section 161

WHEREAS an Agreed Statement of Facts and Undertaking (the “Agreement”) was executed by Patrick Joseph Gleeson (“Gleeson”) and the Executive Director, a copy of which is attached hereto as Schedule “A”;

NOW THEREFORE, the Executive Director, considering that it would be in the public interest to do so, orders, by consent, that:

1.1 under section 161(1)(c) of the

Securities Act, R.S.B.C. 1996. c. 418 (the “Act”), the exemptions described in any of sections 44 to 47, 74, 75, 98 and 99 do not apply to Gleeson for a period of two years from the date of the Order, except that Gleeson may sell those securities that he beneficially owns on the date he signs the Agreement, subject to the following conditions:

1.1.1 that before any such dispositions take place, Gleeson must deliver a sworn declaration to the Executive Director, listing all of the securities he beneficially owns, including the name(s) and number(s) of the trading account(s) and the name(s) of the registered dealer(s) maintaining such securities, as at the date of the Agreement;

1.1.2 all dispositions by Gleeson must be made through one registered dealer and, prior to any securities being sold, Gleeson must advise the Executive director of the name of the registered dealer and the name and number of the account through which the dispositions will be made;

1.1.3 Gleeson shall make arrangements with the registered dealer to ensure that the Executive Director receives copies of the confirmation slips for each disposition on a timely basis;

1.1.4 no unusual effort is made to prepare the market or create a demand for the securities; and

1.1.5 that no extraordinary commission or other consideration is paid in respect of the disposition of the securities; and

1.2 under section 161(1)(d) of the

Act, Gleeson is prohibited from becoming or acting as a director or officer of any reporting issuer for a period ending two years from the date of the Order.

DATED at Vancouver, British Columbia, on December 4, 1998.

Michael J. Watson
A/Executive Director

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

AND

IN THE MATTER OF PATRICK JOSEPH GLEESON

Agreed Statement of Facts and Undertaking

The following agreement has been reached between Patrick Joseph Gleeson (“Gleeson”) and the Executive Director:

1. As the basis for the order and undertaking in paragraphs 2 and 3 of this agreement, Gleeson acknowledges the following facts as correct:

1.1 Thrilltime Entertainment International Inc. (formerly Aramis Ventures Inc. until April 5, 1994 and Newera Capital Corporation until August 12, 1997) (“Thrilltime”) is an exchange issuer incorporated under the

Company Act, R.S.B.C. 1996, c. 62 (the “Company Act”);

1.2 Thrilltime became a reporting issuer on February 23, 1989 and its shares were listed on the Vancouver Stock Exchange on June 19, 1989;

1.3 Gleeson:

1.3.1 is the sole shareholder, director and officer of Gleeson Enterprises Ltd., a non-reporting issuer incorporated under the

Company Act;

1.3.2 was employed, via Gleeson Enterprises Ltd., by Thrilltime in or about January 1994, to sell advertising space on Thrilltime’s dragster amusement rides and subsequently, in or about July or August 1994, to conduct investor relations on behalf of Thrilltime; and

1.3.3 was a director of Thrilltime from October 6, 1994 to August 25, 1995;

1.4 Gleeson, during the period of June 3, 1994 to September 30, 1994 (the “material period”), traded shares of Thrilltime through four trading accounts at four different brokerage firms, thereby participating:

1.4.1 in 13.60% of all the market purchases by volume of shares purchased and 10.22% of all the market sales by volume of shares sold; and

1.4.2 in 16.61% of all the market trades as purchaser and 12.14 % of all the market trades as seller;

1.5 Gleeson, during the material period and together with Gerald Edward Gray (“Gray”), president and director of Thrilltime, and others, effected a series of transactions including successively higher bids, wash trading and debit kites that had the effect of artificially raising, lowering or maintaining the market price of the shares of Thrilltime;

1.6 during the material period, the market price of shares in Thrilltime ranged from a low of $0.25 per share to a high of $0.75 per share at an average volume of approximately 26,212 shares per trading day;

1.7 Gleeson’s participation in the market for Thrilltime shares as described in paragraphs 1.4 through 1.6 involved him, together with Gray and others, engaging in and participating in transactions relating to trades in and acquisitions of the shares of Thrilltime when he knew, or ought reasonably to have known, that the transactions created and resulted in a misleading appearance of trading activity in, and an artificial price for, the shares of Thrilltime during the material period contrary to section 57 of the

Securities Act, R.S.B.C. 1996, c. 418 (the “Act”);

1.8 Gleeson represents that during the material period he was relatively inexperienced in the securities markets and followed the directions of Gray and others, thereby engaging in the activities described in paragraphs 1.4 through 1.7 above, and he was not motivated by the intention to personally profit from the transactions;

1.9 Gleeson, subsequent to the material period, has completed the courses “Going Public” and “Continuous Disclosure”, Parts I and II respectively, of the Securities Program sponsored by the Faculty of Business Administration at Simon Fraser University; and

1.10 Gleeson has co-operated fully with the staff of the Commission during its investigation of this matter.

2. In respect of Gleeson’s failure to comply with sections 57, 87(2) and (4) of the Act, and in light of the mitigating factors referred to in paragraphs 1.8 through 1.10 Gleeson consents to an order of the Executive Director (the “Order”) that:

2.1 under section 161(1)(c) of the

Act, the exemptions described in any of sections 44 to 47, 74, 75, 98 and 99 do not apply to Gleeson for a period of two years from the date of the Order, except that Gleeson may sell those securities that he beneficially owns on the date he signs this agreement (the “Agreement”), subject to the following conditions:

2.1.1 that before any such dispositions take place, Gleeson must deliver a sworn declaration to the Executive Director, listing all of the securities he beneficially owns, including the name(s) and number(s) of the trading account(s) and the name(s) of the registered dealer(s) maintaining such securities, as at the date of the Agreement;

2.1.2 all dispositions by Gleeson must be made through one registered dealer and, prior to any securities being sold, Gleeson must advise the Executive director of the name of the registered dealer and the name and number of the account through which the dispositions will be made;

2.1.3 Gleeson shall make arrangements with the registered dealer to ensure that the Executive Director receives copies of the confirmation slips for each disposition on a timely basis;

2.1.4 no unusual effort is made to prepare the market or create a demand for the securities; and

2.1.5 that no extraordinary commission or other consideration is paid in respect of the disposition of the securities; and

2.2 under section 161(1)(d) of the

Act, Gleeson is prohibited from becoming or acting as a director or officer of any reporting issuer for a period ending two years from the date of the Order.

3. Gleeson has paid the Commission the sum of $10,000, $2,000 of which represents a portion of the costs of the investigation, the balance being penalty, and undertakes to comply with the provisions of the Act and the Securities Rules, B.C. Reg. 194/97, from the date of this agreement.

4. Gleeson 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 December 2, 1998.

___________________________	)
Witness Signature	)
	)
Kelly Geddes________________	)
Witness Name (Please Print)	)	_____________________
1500 - 1040 West Georgia Street	)	Patrick Joseph Gleeson
Vancouver, B.C______________	)
Address	)
	)
Lawyer_____________________	)
Occupation	)

DATED at Vancouver, British Columbia, on December 4, 1998.

Michael J. Watson
A/Executive Director