Settlements

BARTIZAN CAPITAL CORPORATION [Agreed Stmt]

BCSECCOM #:
Document Type:
Agreed Stmt
Published Date:
1998-07-31
Effective Date:
1998-07-27
Details:


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

AND

IN THE MATTER OF BARTIZAN CAPITAL CORPORATION


Agreed Statement of Facts and Undertaking

The following agreement has been reached between Bartizan Capital Corporation (“Bartizan”) and the Executive Director:

1. As the basis for the undertakings referred to in paragraph 3 of this agreement, Bartizan acknowledges the following facts as correct:
      (a) Bartizan is incorporated under the Company Act, R.S.B.C. 1996, c. 62, and is not a reporting issuer under the Securities Act, R.S.B.C. 1996, c. 418 (the “Act”);

      (b) Bartizan, under an Offering Memorandum dated July 11, 1997, distributed a total of 1,868,000 units, each unit consisting of one common share and one warrant, to residents of British Columbia (the “Purchaser(s)” ) during the period from October 1, 1997 to March 31, 1998 (the “Distributions”);

      (c) the Offering Memorandum utilized for the Distributions was not in the required form, as the Offering Memorandum omitted certain material facts regarding the business operations of Bartizan, namely that:
          (i) Bartizan had executed a letter of intent with Polyair Tires Inc. (“Polyair”) on November 6, 1997 to have Polyair acquire Bartizan by way of amalgamation, and

          (ii) Bartizan had executed a letter of intent to acquire Kingsborough Equities Ltd. on December 19, 1997;
      (d) Bartizan distributed a total of 676,000 units in purported reliance on sections 89(a) and 128(a) of the Securities Rules, R.B.C. Reg. 194/97 (the “Rules”), to 24 Purchasers;

      (e) Bartizan distributed a total of 280,000 units in purported reliance on sections 89(b) and 128(b) of the Rules to four Purchasers;

      (f) Bartizan distributed a total of 130,000 units in purported reliance on sections 89(e)(ii)(B) and 128(f)(ii)(B) of the Rules, to two Purchasers;

      (g) Bartizan distributed a total of 300,000 units in purported reliance on sections 45(2)(5) and 74(2)(4) of the Act, to one Purchaser;

      (h) Bartizan could not rely on the exemptions under sections 89(a) and 128(a) of the Rules for the Distributions, as the offer and sale of the securities:
          (i) was accompanied by advertising, and

          (ii) Bartizan incurred selling and promotional expenses in connection with the offer and sale of the securities;

      (i) Bartizan could not rely on the exemptions under sections 89(b) and 128(b) of the Rules for the Distributions, as the securities were purchased for less than $25,000, which is the minimum aggregate acquisition cost required for these exemptions;

      (j) Bartizan could not rely on the exemptions under sections 89(e)(ii)(B) and 128(f)(ii)(B) of the Rules for the Distributions, as Bartizan is not an exchange issuer;

      (k) Bartizan could not rely on the exemptions under sections 45(2)(5) and 74(2)(4) of the Act for the Distributions, as Bartizan did not obtain an acknowledgment in the required form from the purchaser as required by section 130 of the Rules;

      (l) with respect to certain trades, Bartizan did not provide to the Purchasers an Offering Memorandum as required by the Rules;

      (m) in the course of the Distributions, Bartizan disseminated print advertising that contained statements which advised that an investment in Bartizan was better than an investment in a mutual fund, and which constituted an opinion on the merits of an investment in Bartizan, an activity which requires registration as an adviser;

      (n) the Distributions were conducted without registration, without filing and obtaining a receipt for a prospectus and without applicable exemptions from the registration and prospectus requirements of the Act contrary to sections 34 and 61 of the Act;

      (o) the Form 20 which was originally filed by Bartizan on May 8, 1998 did not disclose the commissions paid by Bartizan in connection with the Distributions; and

      (p) Bartizan did not file the Form 20s (“Report of Exempt Distribution”) or the Offering Memorandum for the Distributions within the required time period.
2. Bartizan has cooperated fully with the staff of the British Columbia Securities Commission (the “Commission”) in providing information with respect to this matter and undertakes and agrees to pay the sum of $25,000 to the Commission, of which $10,000 represents the costs of the investigation and the remainder a penalty.

3. Bartizan undertakes to:
      (a) deliver to each Purchaser to whom securities were distributed improperly under the Distributions a copy of this agreement together with the Offering Memorandum dated July 11, 1997 and an explanation of the material facts omitted from the Offering Memorandum dated July 11, 1997;

      (b) deliver to each Purchaser to whom securities were distributed improperly under the Distributions a notice which advises each Purchaser of an offer of a right to rescind the purchase and to receive a full refund of the amount paid. The rights provided by the rescission offer shall remain in effect for a period of 30 days from the date the notice is received;

      (c) comply fully with all of the provisions of the Act and the Securities Rules from the date of this agreement; and

      (d) Bartizan waives any right it 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.

      DATED at Vancouver, British Columbia, on July 16, 1998.


_______________________)
Witness Signature)
)
R. Morell________________)
Witness Name (Please Print))T. Talbot_____________
#42, 2238 Folkestone Way)Bartizan Capital Corporation
West Vancouver, B.C._____)
Address)
)
Business Woman__________)
Occupation)
DATED at Vancouver, British Columbia, on July 27, 1998.





Michael Watson
A/Executive Director
©2025 British Columbia Securities Commission