Settlements
LIQUID GOLD RESOURCES INC. [Agreed Stmt]
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BCSECCOM #:
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Document Type:
Agreed Stmt
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Published Date:
1998-11-20
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Effective Date:
1998-11-12
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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 LIQUID GOLD RESOURCES INC.
Agreed Statement of Facts and Undertaking
1. The following agreement has been reached between Liquid Gold Resources Inc. (“Liquid Gold”) and the Executive Director.
Statement of Agreed Facts
2. As the basis for the undertakings referred to in paragraph 3 of this agreement, Liquid Gold acknowledges the following facts as correct.
- (a) Liquid Gold is a reporting issuer incorporated in British Columbia under the Company Act, R.S.B.C. 1979, c. 59, and its common shares are listed and posted for trading on the Vancouver Stock Exchange.
(b) On January 23, 1996, Liquid Gold distributed options to acquire up to a total of 500,000 common shares in the capital of Liquid Gold pursuant to director stock option agreements (the “Option Distribution”).
(c) On October 18, 1996, Liquid Gold distributed a total of 1,500,000 units, each unit consisting of one common share and one non-transferable share purchase warrant, under a private placement (the “Unit Distribution”).
(d) On October 24, 1996, Liquid Gold distributed a total of 465,931 common shares to settle outstanding debts with four creditors (the “First Shares For Debt Distribution”).
(e) On April 16, 1997, Liquid Gold distributed a total of 578,346 common shares to settle an outstanding debt with a creditor (the “Second Shares For Debt Distribution”).
(f) The Option Distribution was made in reliance upon the exemption in section 74(2)(9) of the Securities Act, R.S.B.C. 1996, c. 418 (the “Act”).
(g) The Unit Distribution was made in reliance upon the exemptions in section 74(2)(9) of the Act and section 128(h) of the Securities Rules, B.C. Reg. 194/94 (the “Rules”).
(h) The First Shares For Debt Distribution and the Second Shares For Debt Distribution were made in reliance upon the exemption in section 128(e) of the Rules.
(i) Pursuant to section 139(2) of the Rules, Liquid Gold was required to file a Report of Exempt Distribution (Form 20) for each of the transactions referred to in paragraphs 2.2, 2.3, 2.4 and 2.5 (collectively, the “Distributions”) on or before the 10th day after each of the Distributions.
(j) For each of the Distributions, Liquid Gold did not file a Report of Exempt Distribution (Form 20) (the “Required Filing”) on a timely basis, as required by section 139(2) of the Rules.
(k) Liquid Gold made the Required Filing for each of the Distributions on April 3, 1998, after being requested to do so by staff of the British Columbia Securities Commission (the “Commission”).
(l) Each of the Distributions for which Liquid Gold had failed to make the Required Filing had been disclosed to the public in a timely fashion by way of a news release or other means.
(m) Liquid Gold and its directors have co-operated fully with the staff of the Commission (the “Staff”) in its investigation of the matters set out herein and have represented to the Staff, and the Staff agrees, that the infractions referred to in paragraph 2.10 occurred through inadvertence and that the infractions resulted from an error in Liquid Gold’s internal administration, which has since been corrected, as opposed to an intent to mislead.
3. Liquid Gold undertakes:
- (a) to seek legal counsel or take such other steps as may be reasonably necessary to ensure that its future activities are in compliance with applicable securities legislation and policies;
(b) to ensure that all of its required filings under the Act are complete, accurate and timely; and
(c) not to breach the Act, the Rules or any applicable regulations, policies and guidelines.
(a) $650 to be paid upon the execution of this agreement; and
(b) nine subsequent equal payments of $650 each, to be paid on or before the first day of each month commencing on December 1, 1998, and ending on August 1, 1999.
5. Liquid Gold 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 November 12, 1998.
| A. Cordick_________________ | ) |  |
| Witness Signature | ) | |
| ) | |
| Arness Cordick_____________ | ) | |
| Witness Name (please print) | ) | |
| ) | A.R. Prowse________________ |
| 970-789 W. Pender__________ | ) | Liquid Gold Resources Inc. |
| Address | ) | (Signing Authority) |
| ) | |
| Self Employed_______________ | ) | |
| Occupation | ) | |
Michael Watson
A/Executive Director