Settlements
DONALD WILLIAM ARCHIBALD [Agreed Stmt.]
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BCSECCOM #:
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Document Type:
Agreed Stmt.
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Published Date:
2000-01-14
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Effective Date:
2000-01-05
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Details:
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IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418
AND
IN THE MATTER OF DONALD WILLIAM ARCHIBALD
Agreed Statement of Facts and Undertaking
1. The following agreement has been reached between Donald William Archibald (“Archibald”) and the Executive Director.
2. As the basis for the undertakings referred to in paragraph 3 of this agreement, Archibald acknowledges the following facts as correct:
2.1 At all material times, the securities of Consolidated Granby Resources Ltd. (the “Issuer”) were listed and posted for trading on the Vancouver Stock Exchange (the “VSE”), now the Canadian Venture Exchange;
2.2 On May 27, 1997, the VSE accepted for filing a non-brokered private placement of 659,125 special warrants (the “Special Warrants”), at a price of $0.80 for each of the Special Warrants;
2.3 Each of the Special Warrants entitled the holder to exchange it, for no additional consideration, into one unit of the Issuer’s securities that consisted of one common share and one two-year share purchase warrant (the “Series “C” Warrant”);
2.4 Each Series “C” Warrant entitled the holder to purchase an additional common share of the Issuer for $0.82, at any time on or before May 7, 1998, or, for $0.95, any time thereafter, but on or before May 7, 1999;
2.5 On or about May 7, 1997, Archibald entered into a subscription agreement (the “Subscription Agreement”) with the Issuer to purchase 147,500 Special Warrants for an aggregate consideration of $118,000.00;
2.6 By executing the Subscription Agreement, Archibald represented and warranted to the Issuer that he was purchasing 147,500 Special Warrants as principal and that no other persons would have a beneficial interest in the securities, as prescribed by section 3.1 of the Subscription Agreement;
2.7 At the time of entering into the Subscription Agreement, Archibald knew that he was only purchasing 35,000 of the 147,500 Special Warrants as principal, and that the remaining 112,500 Special Warrants had been paid for by other persons, and purchased by Archibald on their behalf;
2.8 Archibald falsely represented to the Issuer in his Form 20A (IP), Acknowledgment of Individual Purchaser, dated May 7, 1997, that he was purchasing the 147,500 Special Warrants as principal;
2.9 By making misrepresentations in the Subscription Agreement and his Form 20A (IP), Archibald caused the Issuer to rely on statutory exemptions from the registration and prospectus requirements of the Securities Act, R.S.B.C. 1996, c. 418 (the “Act”), specifically, sections 45(2)(5) and 74(2)(4) of the Act, to distribute 147,500 Special Warrants, when those statutory exemptions were not available to the Issuer;
2.10 Archibald caused the Issuer to file with the British Columbia Securities Commission a misrepresentation in its Form 20, Report of Exempt Distribution, dated May 26, 1997, in respect of the distribution of the 147,500 Special Warrants;
2.11 Archibald exercised 147,500 of the Special Warrants and subsequently transferred 112,500 common shares of the Issuer, which were derived from the Special Warrants, from his trading account to the trading accounts of the beneficial owners of the common shares (the “Transfers”); and
2.12 Given that the distribution of the 147,500 Special Warrants was not exempt from the registration and prospectus requirements of the Act, the subsequent Transfers that Archibald initiated constituted trading in the securities of the Issuer without registration, and without having filed a prospectus with, and obtaining a receipt therefor from, the Executive Director, or being able to rely on any exemption from the prospectus requirements of the Act, in breach of sections 34(1)(a) and 61(1) of the Act.
3.1 To comply fully with the Act, the Securities Rules, R.B.C. Reg. 194/97, and any applicable regulations, policies and guidelines; and
3.2 To pay $5,000.00 to the Commission at the time of entering into this settlement, $500.00 of which represents the costs of the investigation, and the remainder a penalty, which will be paid into the Industry Education Fund.
DATED at Vancouver, British Columbia, on January 5th, 2000.
“Ann Archibald” )
Witness Signature )
)
Ann Archibald )
Witness Name (Please Print) )
1797 Layton Drive ) “Donald William Archibald”
North Vancouver ) Donald William Archibald
Address )
)
Housewife )
Occupation )
DATED at Vancouver, British Columbia, on January 5th, 2000.
Steve Wilson
Executive Director