Settlements

Nuspar Resources Ltd., et al. [Sec. 145, 145.1 & Agreed Stmt. ]

BCSECCOM #:
Document Type:
Sec. 145, 145.1 & Agreed Stmt.
Published Date:
1989-10-20
Effective Date:
1989-10-12
Details:


IN THE MATTER OF the Securities Act, S.B.C. 1985, c. 83
as amended
AND IN THE MATTER OF Nuspar Resources Ltd.
AND IN THE MATTER OF Leslie Edward Sawyer
Section 145 and 145.1 Orders
N. De Gelder
October 12, 1989

REASONS FOR DECISION:-- WHEREAS an Agreed Statement of Facts and undertaking was executed by Leslie Edward Sawyer ("Sawyer") and the Superintendent of Brokers (the "Superintendent") a copy of which is attached hereto as Schedule "A";

NOW THEREFORE the Superintendent, considering that it would be in the public interest to do so, orders that:

1.
pursuant to Section 145 of the securities Act S.B.C. 1985, c. 83, as amended (the "Act") the exemptions described in Sections 30 to 32, 55, 58, 81 and 82 of the Act do not apply to Sawyer for a period of 2 years from November 1, 1989;
2.
pursuant to Section 145.1 of the Act Saywer is prohibited from becoming or acting as a director or officer of any reporting issuer for a period of 10 years from November 1, 1989.
N. DE GELDER
Superintendent of Brokers

SCHEDULE "A"
IN THE MATTER OF the Securities Act,
S.B.C. 1985, c. 83, as amended
AND
IN THE MATTER OF Nuspar Resources Ltd.
AND
IN THE MATTER OF Leslie Edward Sawyer
Agreed Statement of Facts and Undertaking

   The following Agreement has been reached between Leslie Edward Sawyer ("Sawyer") and the Superintendent of Brokers (the "Superintendent"):

1. Sawyer hereby consents to an order (the "Order) of the Superintendent pursuant to section 145 and 145.1 of the Securities Act, S.B.C. 1985 c. 83, as amended (the "Act")

a)
prohibiting him from becoming or acting as a director or officer of a reporting issuer for a period of 10 years from November 1, 1989; and
b)
removing his trading exemptions as described in sections 30 to 32, 55, 58, 81 and 82 of the Act for a period of 2 years from November 1, 1989.
2. As a basis for the Order, Sawyer acknowledges that the facts set forth in this paragraph are correct:

a)
from December 1986 onwards Sawyer was the president and a director of Nuspar Resources Ltd. ("Nuspar");
b)
Nuspar's common shares are and were at all material times listed and posted for trading on the Vancouver Stock Exchange (the "Exchange");
c)
in 1986 and 1987 Nuspar acquired interests in a mineral property on Mount Vernon, near Cowichan Lake on Vancouver Island (the "Property") and undertook exploration activity on the Property by taking core ineral property on Mount Vernon, near Cowichan Lake on Vancouver Island (the "Property") and undertook exploration activity on the Property by taking core samples from some 21 diamond drill holes and bulk samples from a trench sampling program and then having these samples assayed for gold and other valuable minerals;
d)
In addition, during 1986 and 1987 Nuspar was attempting to develop, manufacture and commercially operate a multi stage high tension separator, which was expected to separate rare earths and elements from rock on a commercially viable basis;
e)
in his position as president of Nuspar, Sawyer issued on behalf of Nuspar a series of News Releases between December 1986 and May 1988 which among other things provided information on the multi stage high tension separator and the results of the exploration activities on the Property;
f)
with respect to these News Releases, Sawyer acknowledges that the information contained in the News Releases omitted material facts regarding
i)
the state of development and operation of the multi stage high tension separator, and
ii)
the totality of the results from the exploration program which were required to allow an investor to judge the significance of the results that were reported;
g)
with respect to the above noted omissions Sawyer acknowledges that he failed to exercise the degree of care, diligence and skill required of him in his duties as a director and officer of Nuspar to ensure that the News Releases represented a balanced summary of Nuspar's activities as required under the disclosure provisions of the Act and the listing policy of the Exchange;
h)
on June 9, 1988 Sawyer and other Nuspar directors attended a meeting with the officials of the Exchange to review Nuspar's disclosure and technical data regarding the status of the Property, at which time the Exchange advised that the News Releases were unacceptable and that an engineering report by an independent engineer ("Report") was required to clarify the status of the prospect and provide the basis for a factual News Release;
i)
subsequent to June 9, 1988 Nuspar engaged Peter A. Christopher Ph.D, P. Eng. to prepare the Report;
j)
Dr. Christopher provided reports to Nuspar on or about July 4 and 11, 1988. He concluded in his July 4, 1988 report that his chip samples did not support previously reported significant gold values, and that no additional advanced exploration should be conducted until the presence of significant gold was confirmed and certified by a qualified professional. He recommended in his July 11, 1988 report refereed resampling of pits and/or referee drill holes, to be done by a professional engineer. acceptable to Nuspar and the Exchange;
k)
Nuspar did not make the contents of Dr. Christopher's July 4 and 11, 1988 reports known to the Exchange in a willing or timely manner;
l)
Sawyer acknowledges that he was at all material times aware of Dr. Christopher's July 4 and 11, 1988 reports and their contents, and that having been put on notice of the Exchange's concerns in the June 9, 1988 meeting he failed to exercise the degree of care, diligence and skill required of him as a director to oversee their proper and timely disclosure;
m)
at the behest of the Exchange, Nuspar issued a corrected News Release dated September 20, 1988 which Sawyer acknowledges represents a balanced and accurate reporting of Nuspar's activities; and
n)
Sawyer acknowledges that Nuspar's reporting of the purchase of units of the Property from a non-arms length vendor as reported in the September 20, 1988 News Release was not a timely disclosure of this purchase as required under the disclosure provisions of the Act.
3. Sawyer waives his right to a hearing and review by the British Columbia Securities Commission pursuant to section 149 of the Act with respect to the Order.

4. Sawyer hereby agrees to pay 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 costs of this investigation.

LESLIE EDWARD SAWYER
NEIL DE GELDER
Superintendent of Brokers