BCSC

Settlements

Trans Rampart Industries Ltd.. et al. [Agreed Stmt]

BCSECCOM #:	Document Type: Agreed Stmt
Published Date: 1990-04-20	Effective Date: 1990-03-30
Details:

Indexed as:

Trans Rampart Industries Ltd.

IN THE MATTER OF the Securities Act, S.B.C. 1985, c. 83
AND IN THE MATTER OF Trans Rampart Industries Ltd.
AND IN THE MATTER OF Peter John Lewis

Agreed Statement of Facts and Undertaking

W.D. Nesmith

March 30, 1990

The following agreement has been reached between Peter John Lewis ("Lewis"), and the Superintendent of Brokers (the "Superintendent");

1.		Trans Rampart Industries Ltd. ("Trans Rampart"), formerly Rampart Resources Limited, was incorporated under the British Columbia Company Act (the "Company Act") on November 18, 1968 and was listed on the Vancouver Stock Exchange (the "V.S.E.") on February 8, 1980. Trans Rampart was listed on the Toronto Stock Exchange on October 11, 1989, and delisted from the V.S.E. on February 14, 1990.
2.		Lewis is a director of Trans Rampart. Lewis became a director of Trans Rampart on April 30, 1986.
3.		Directors' stock options were issued to Lewis on April 2, 1987. Lewis exercised these options to purchase 29,741 shares of Trans Rampart. Lewis paid for these purchases by issuing a promissory note to Trans Rampart dated July 1, 1987 in the amount of $66,916.50, payable on demand with interest accruing at the rate of 10% per annum (the "Transaction").
4.		No formal board meeting was held at the time of the Transaction and no shareholders' resolution was passed at the time authorizing the Transaction.
5.		At the time the stock options were exercised, Lewis was not familiar with the provisions of the Company Act prohibiting a company from giving financial assistance to a person by way of a loan to purchase shares of the company and the provision requiring that no share be issued until it is fully paid.
6.		The Transaction was disclosed to shareholders in the information Circular prepared for the July 30, 1988 Annual General Meeting. The Transaction was ratified by shareholders by special resolution at that meeting.
7.		The Transaction was disclosed on the audited financial statements for the year ended October 31, 1987 as a balance sheet item, "Notes Receivable", with accompanying note.
8.		Lewis repaid $25,000 of the outstanding loan by cheque on January 20, 1988. On September 26, 1988, the Board of Directors approved the offsetting of the balance of $41,916.50 against expenses and consulting fees owed to Lewis by Trans Rampart in respect of services rendered between September 1986 and May 31, 1987. This offset was approved by shareholders at the Annual General Meeting held March 30, 1989.
9.		On September 28, 1988, and at the behest of the V.S.E., Trans Rampart issued a news release publicly disclosing that the Transaction constituted a breach of section 127 of the Company Act and Trans Rampart's Listing Agreement with the V.S.E. On August 26, 1988 Lewis signed an affidavit with respect to the matter (Exhibit "A")
10.		Lewis acknowledges that the Transaction was in violation of the Company Act, section 127(1)(a), which prohibits a company from giving financial assistance to a person by way of loan for the purpose of a purchase of shares in the company, the Company Act, section 43, which requires that no share be issued until it is fully paid, and Trans Rampart's Listing Agreement with the V.S.E.
11.		Lewis hereby agrees to pay $1,000. in lieu of sanctions under the British Columbia Securities Act and the sum of $500 for costs of this investigation, and undertakes to ensure that all future corporate activities are in compliance with the Company Act and the British Columbia Securities Act.

W.D. NESMITH
Superintendent of Brokers

P.J. LEWIS

* * * * *

IN THE MATTER OF TRANS RAMPART INDUSTRIES LTD.

AFFIDAVIT

I, Peter Lewis, of Vancouver, a director of Trans Rampart Industries Ltd., the "Company" herein, make oath and say as follows:

1.		It has been brought to my attention that the instances of financial assistance rendered by the Company to certain directors, in connection with their delivery of demand promissory notes date 1 July, 1987, in payment for the exercise of directors stock options, constitute violations of the Company Act and Securities Act to which the Company is subject and the Company's Listing Agreement with the Vancouver Stock Exchange.
2.		It has been brought to my attention that the financial assistance rendered by the Company to Andrew Pajak in connection with the loan to him of $470,000.00 which he used to purchase outstanding Company shares, and which is evidenced by a demand promissory note dated 9 March, 1988, constitutes a violation of the Company Act and Securities Act to which the Company is subject and the Company's Listing Agreement with the Vancouver Stock Exchange.
3.		I shall, while I remain a director of the Company, act diligently to prevent any future rendering by the Company of financial assistance to any party contrary to provisions of the Company Act and the Securities Act, and the Company's Listing Agreement with the Vancouver Stock Exchange.

P.J. LEWIS