Settlements

D. Charles Stuart [Sec. 145, 145.1, 153 & Agreed Stmt. ]

BCSECCOM #:
Document Type:
Sec. 145, 145.1, 153 & Agreed Stmt.
Published Date:
1989-06-16
Effective Date:
1989-06-14
Details:


IN THE MATTER OF the Securities Act, S.B.C. 1985,
c. 83, as amended
AND IN THE MATTER OF D. Charles Stuart
Section 145, Section 145.1 and Section 153 Orders
G.D. Mulligan
June 14, 1989

   ORDERS:-- WHEREAS an Agreed Statement of Facts and Agreement was executed by D. Charles Stuart ("Stuart") and the Superintendent of Brokers (the "Superintendent"), a copy of which is attached hereto as Schedule "A".

   NOW THEREFORE, the Superintendent, considering that it is in the public interest to do so, orders

1.
that pursuant to section 145 of the Securities Act S.B.C. 1985, c. 83, as amended, (the "Act") the trading exemptions contained in sections 30 to 32, 55, 58, 81 and 82 of the Act do not apply to Stuart for a period commencing June 14, 1989 up to and including April 12, 2004;
2.
that pursuant to section 145.1 of the Act, Stuart is prohibited from becoming or acting as an officer or director of any reporting issuer for a period commencing June 14, 1989 up to and including April 12, 2004; and
3.
that pursuant to section 153 of the Act, the order of the British Columbia Securities Commission signed by the Deputy Superintendent of Brokers and dated March 18, 1970 removing certain trading exemptions of Stuart for his lifetime is hereby revoked.
G.D. MULLIGAN
Deputy Superintendent

SCHEDULE "A"
IN THE MATTER OF THE SECURITIES ACT
S.B.C. 1985, c. 83, AS AMENDED
AND IN THE MATTER OF D. CHARLES STUART
AGREED STATEMENT OF FACTS AND AGREEMENT

   The following agreement has been reached between D. Charles Stuart ("Stuart") and the Superintendent of Brokers (the "Superintendent"):

1.
As a basis for the order made by the Superintendent pursuant to sections 145 and 145.1 of the Securities Act S.B.C. 1985 c. 83, as amended (the "Act") withdrawing statutory trading exemptions of Stuart and prohibiting him from acting as an officer or director of any reporting issuer, Stuart acknowledges the following facts as correct:
(a)
Stuart was and still is a resident of Ontario, Canada;
(b)
Goldhurst Resources Inc. ("Goldhurst") was incorporated in Ontario on July 31, 1972 and was continued into British Columbia on November 14, 1979 under the Company Act R.S.B.C. 1979 c. 59; Goldhurst was, at all material times, and still is a reporting issuer and its shares were, at all material times and still are listed for trading on the Vancouver Stock Exchange;
(c)
Stuart was, at all material times, a shareholder of Goldhurst;
(d)
On January 23, 1988 Goldhurst held an annual general meeting (the "AGM") in Vancouver, British Columbia, and a dissident state of directors was elected;
(e)
Stuart and others were opposed to the management slate of directors nominated for election at the AGM;
(f)
Prior to the AGM, Stuart requested Edwin J. Robertson ("Robertson") to prepare a dissident proxy for him with respect to his shares of Goldhurst.  Robertson prepared a dissent proxy for Stuart with respect to 13,300 shares of Goldhurst held in Stuart's account (the "Stuart Proxy") and Robertson personally delivered the Stuart Proxy to Stuart in an envelope;
(g)
Prior to the AGM, Stuart received a dissident proxy naming him as proxy in the amount of 6,000 shares from Ron Berdusco (the "Berdusco Proxy");
(h)
On February 23, 1988, the Honourable Mr. Justice Shaw ordered and declared that the dissident slate of directors had not been validly elected after he found that the Stuart Proxy had been fraudulently altered from 13,300 shares to 143,000 shares and the Berdusco Proxy had been fraudulently altered from 6,000 shares to 16,000 shares;
(i)
Stuart delivered various proxies, including the Stuart Proxy and the Berdusco Proxy to Goldhurst's transfer agent prior to the AGM; and
(j)
Stuart is subject to a continuing order of the British Columbia Securities Commission dated March 18, 1970 denying him for his lifetime certain exemptions set out in section 21 of the Securities Act S.B.C. 1967, c. 45. (the "1970 Order").
2.
Stuart consents to the order of the Superintendent in the form of order attached hereto as Schedule "A" (the "Order").
3.
Stuart waives his right to a hearing and review by the British Columbia Securities Commission pursuant to section 147 of the Act and any right to an appeal under section 149 of the Act with respect to the Order.
4.
Stuart hereby agrees to pay forthwith to or to the order of Her Majesty the Queen in Right of the Province of British Columbia represented by the Minister of Finance the sum of $1,000.00 for investigation costs.
5.
The Superintendent agrees to revoke the 1970 Order pursuant to section 153 of the Act.
   Dated this 20th day of April 1989.

D.C. STUART

W.D. NESMITH
Deputy Superintendent