Common use of Agreed Statement of Facts Clause in Contracts

Agreed Statement of Facts. 2.1 The Respondent is a resident of the City of Calgary, in the Province of Alberta. He is 67 years old. Since 1993, he has been licensed to sell mutual funds and employed as a mutual fund salesman. Prior to 1993, the Respondent was employed as a butcher. At no time has the Respondent ever been registered to sell securities under the Alberta Securities Act; 2.2 518718 Alberta Ltd., operating as Alberta Business Capital ("ABC") was incorporated under the laws of Alberta on February 12, 1992 as a private company, as that term is defined in the Act; 2.3 at all material times, the directors of ABC were Xxx Xxxxxx and Xxxx Xxxxxx; 2.4 prior to becoming a mutual fund salesman, the Respondent became acquainted with Xxxx Xxxxxx, who was a regular customer of his butcher business; 2.5 when Xxxx Xxxxxx offered the Respondent the opportunity to work for ABC as a commissioned salesman, the Respondent accepted; 2.6 subsequently, between June, 1997 and April, 1998, the Respondent traded in securities, to wit, promissory notes, in ABC to 7 investors (the "Investors"), raising a total of $167,761.44; 2.7 the monies raised from the Investors were purportedly raised in reliance on the exemptions from the registration and prospectus requirements contained in subsections 66(j) and 115(a) of the Act, commonly referred to as the "private company" exemption; 2.8 all of the Investors with whom the Respondent traded in the securities of ABC were clients to whom he had sold mutual funds or insurance policies; 2.9 the Investors were all well-known to the Respondent and included his mother; 2.10 as a result of the trades in securities described in paragraph 2.6 above, the Respondent earned $7,569.00 in commissions; 2.11 upon being advised by Commission Staff that his activities in trading in securities without being registered under the Act to do so were the subject of investigation, the Respondent immediately ceased such trading activities; 2.12 by selling securities without being registered under the Act to do so, the Respondent acted in a manner contrary to the Act, the Rules and the public interest.

Agreed Statement of Facts. 2.1 The Respondent is a resident of the City of CalgaryRespondent, in the Province of Alberta. He is 67 years old. Since 1993, he has been licensed to sell mutual funds and employed as a mutual fund salesman. Prior to 1993, the Respondent was employed as a butcher. At no time has the Respondent ever been registered to sell securities under the Alberta Securities Act; 2.2 518718 Alberta Ltd., operating as Alberta Business Capital CPI Crown Properties International Corporation ("ABCCPI") was incorporated under on September 10, 1997 pursuant to the laws of Alberta as PCI Property Consultants International Inc. Its name was changed to CPI on February 12October 9, 1992 as a private company1997; 2.2 the Respondent, as that term is defined in the Act; 2.3 Xxxxxxx XxXxxxx ("XxXxxxx") was at all material times, the directors times a director and officer of ABC were Xxx Xxxxxx CPI and Xxxx Xxxxxxfurther acted as legal counsel to CPI; 2.3 CPI caused to be filed with the Alberta Securities Commission a prospectus pursuant to the junior capital pool rule 46-501 of the Rules ("Rule 46-501"). The final receipt for that prospectus was issued on June 17, 1998; \364683\ (1999), 8 ASCS 2249 #08/31 Docs Open # 396475 2.4 prior to becoming CPI was listed on the Alberta Stock Exchange (the "Exchange") as a mutual fund salesmanjunior capital pool company on or about July 30, the Respondent became acquainted 1998. At that same time, CPI announced a letter of intent with Xxxx XxxxxxSyndico Capital Inc. ("Syndico") as its proposed major transaction, who was a regular customer of his butcher businessas defined by Rule 46-501; 2.5 when Xxxx Xxxxxx offered Syndico, a company incorporated on September 16, 1997, pursuant to the Respondent the opportunity laws of Alberta, have directors who are also directors of CPI. As such, Syndico is a party related to work for ABC CPI as a commissioned salesman, the Respondent accepteddefined in Rule 46-501; 2.6 subsequently, between June, 1997 and Aprilin or about October, 1998, at the Respondent traded time that CPI was still listed as a junior capital pool company on the Exchange and at a time when it had not yet completed its major transaction CPI caused a loan to be made to Syndico in securities, to wit, promissory notes, in ABC to 7 investors the sum of $356,581.00 (the "InvestorsLoan"), raising a total ) contrary to section 6.1 of $167,761.44Rule 46-501; 2.7 in doing so, CPI also breached section 84 of the monies raised Act in that the Loan resulted in CPI using the funds in a manner which was not disclosed in its prospectus; 2.8 CPI relied upon advice received from XxXxxxx who incorrectly advised CPI that the Investors were purportedly raised Loan would not contravene the Act; 2.9 XxXxxxx acknowledges that he failed to act in reliance on the exemptions from best interests of CPI and further acknowledges that by acting as a director of CPI, XxXxxxx was not in a position to provide independent legal advice to CPI; 2.10 the registration Respondents cooperated fully with the investigation and prospectus requirements contained in subsections 66(j) and 115(a) have no previous record of sanction with the Commission. Upon being notified that the Loan contravened the Act, commonly referred to as the "private company" exemption; 2.8 all of the Investors with whom the Respondent traded in the securities of ABC were clients to whom he had sold mutual funds or insurance policies; 2.9 the Investors were all well-known to the Respondent and included his mother; 2.10 as a result of the trades in securities described in paragraph 2.6 aboveabout March, 1999, the Respondent earned $7,569.00 in commissionsfunds were immediately returned to CPI; 2.11 upon being advised by Commission Staff that his activities in trading in securities without being registered under the Act to do so were the subject of investigation, the Respondent immediately ceased such trading activities; 2.12 by selling securities without being registered under the Act to do so, the Respondent acted in a manner contrary to the Act, the Rules and the public interest.

Agreed Statement of Facts. 2.1 The Celebrations Wines and Spirits Ltd. ("Celebrations") was incorporated on August 26, 1994 under the laws of Alberta; 2.2 the Respondent is a resident of firefighter and a businessman residing in the City of Calgary, in the Province of Alberta. He is 67 years old. Since 1993Alberta and was, he has been licensed to sell mutual funds and employed as a mutual fund salesman. Prior to 1993at all material times, the Respondent was employed as Vice President (Finance) and a butcher. At no time has the Respondent ever been registered to sell securities under the Alberta Securities Act; 2.2 518718 Alberta Ltd., operating as Alberta Business Capital ("ABC") was incorporated under the laws of Alberta on February 12, 1992 as a private companypromoter, as that term is defined in the Act; , of Celebrations; 2.3 at all material timesbetween June and November of 1997, the directors of ABC were Xxx Xxxxxx and Xxxx Xxxxxx; 2.4 prior to becoming a mutual fund salesmanRespondent, the Respondent became acquainted with Xxxx Xxxxxx, who was a regular customer of his butcher business; 2.5 when Xxxx Xxxxxx offered the Respondent the opportunity to work for ABC as a commissioned salesmansenior officer of Celebrations, the Respondent accepted; 2.6 subsequently, between June, 1997 and April, 1998, the Respondent traded in securities, caused Celebrations to wit, promissory notes, in ABC issue shares to 7 31 investors (the "Investors"), raising a total of $167,761.44; 2.7 the monies raised from the Investors were purportedly raised 224,500 in reliance on the exemptions from the registration and prospectus requirements contained in subsections 66(j107(1)(p) and 115(a(z) of the Act; 2.4 a report of exempt trades ("Form 20") relating to the trades conducted was filed on April 17, commonly referred 1998, approximately 8 months after the date of the first trade and 5 months after the date of the last trade; 2.5 by causing Celebrations to file the Form 20 on April 17, 1998, the Respondent, as a senior officer of Celebrations, caused Celebrations to violate Section 108 of the Act which requires that a Form 20 be filed within 10 days from the date a trade is made; 2.6 the trades described in paragraph 2.3 above were conducted in reliance on an offering memorandum prepared by the Respondent (the "private company" exemptionOffering Memorandum"); 2.7 contrary to Section 108.1 of the Act, the Respondent, as an officer of Celebrations, failed to cause Celebrations to file the Offering Memorandum with the Commission until May 5, 1998, some 10 months after the date of the first trade conducted in reliance on it; 2.8 all under the heading "Use of the Investors with whom the Respondent traded Proceeds", it was stated in the securities Offering Memorandum that the gross proceeds derived from the offering would be used "[t]o pay off the debt (both bank and private) of ABC were clients Celebrations", which debt was stated to whom he had sold mutual funds or insurance policiesbe $160,000; 2.9 in fact, the Investors were all well-known to debt of Celebrations was $87,500, and the Respondent and included his motherdescription of "Use of Proceeds" contained in the Offering Memorandum therefore constituted a misstatement for which the Respondent, as a director of Celebrations was responsible; 2.10 in addition, the Offering Memorandum provided to the Commission on May 5, 1998 did not comply with Form 43 in several ways, including the following: 2.10.1 the Offering Memorandum did not address the issue of continuous reporting obligations to investors; 2.10.2 the Offering Memorandum was not accompanied by financial statements; and 2.10.3 the Offering Memorandum was not signed; 2.11 as a senior officer of Celebrations, the Respondent caused the Offering Memorandum to be circulated and then filed despite its deficiencies; 2.12 as a result of the trades in securities described in paragraph 2.6 above, the Respondent earned $7,569.00 in commissions; 2.11 upon being advised by Commission Staff that his activities in trading in securities without being registered under the Act to do so were the subject of investigation, the Respondent immediately ceased such trading activities; 2.12 by selling securities without being registered under the Act to do soforegoing, the Respondent acted in a manner contrary to the Act, the Rules and the public interest.

Agreed Statement of Facts. 2.1 The Respondent is Heritage Ventures Ltd. ("Heritage") was incorporated on December 23, 1986 under the laws of Alberta; 2.2 on April 25, 1988, Heritage became a resident of the City of Calgary, reporting issuer in the Province of Alberta. He is 67 years old. Since 1993Alberta and on July 21, he 1988, its shares were listed on the Alberta Stock Exchange; 2.3 the Respondent has been licensed to sell mutual funds a director and employed as a mutual fund salesman. Prior to 1993insider of Heritage since July 21, the Respondent was employed as a butcher. At no time has the Respondent ever been registered to sell securities under the Alberta Securities Act; 2.2 518718 Alberta Ltd., operating as Alberta Business Capital ("ABC") was incorporated under the laws of Alberta on February 12, 1992 as a private company, as that term is defined in the Act; 2.3 at all material times, the directors of ABC were Xxx Xxxxxx and Xxxx Xxxxxx1988; 2.4 prior to becoming a mutual fund salesmanbetween May of 1996 and June of 1997, the Respondent became acquainted with Xxxx XxxxxxRespondent, who was a regular customer of his butcher business; 2.5 when Xxxx Xxxxxx offered the Respondent the opportunity to work for ABC as a commissioned salesmandirector of Heritage, the Respondent accepted; 2.6 subsequently, between June, 1997 and April, 1998, the Respondent traded caused Heritage to issue shares in securities, 28 instances to wit, promissory notes, in ABC to 7 various investors (the "Investors"), raising a total of $167,761.44; 2.7 the monies raised from the Investors were purportedly raised in reliance on the exemptions from the registration and prospectus requirements contained in subsections 66(j65(1)(b) and 115(a(y) and 107(1)(b) and (z) of the Act; 2.5 contrary to Section 108 of the Act, reports of exempt trades ("Form 20s") relating to the trades conducted were not filed within 10 days, being filed instead on February 4, 1998; 2.6 the Respondent, as a director of Heritage, either expressly or by implication caused Heritage to fail to file such Form 20s as required by the Act; 2.7 the Respondent, as an insider of Heritage, failed to file a report under Section 147(1) within 10 days disclosing any direct or indirect beneficial ownership of or control or direction over securities of Heritage; 2.8 the Respondent, being an insider and 2.8.1 being required to file a report under Section 147(2) of the Act; and 2.8.2 whose direct or indirect beneficial ownership of or control or direction over securities of Heritage changed from that required to be shown in the report required to be filed under the Act; did not file with the Executive Director, within 10 days from the day within which the change took place, a report of the change or changes in the report or latest report, as the case may be, setting forth those details of each transaction that are required by the Rules, contrary to Section 147(2) of the Act, commonly referred to as the "private company" exemption; 2.8 all particulars of the Investors with whom which are: between May 27, 1996 and May 21, 1997, the Respondent traded conducted 13 trades in the securities of ABC Heritage of which no trades were clients to whom he had sold mutual funds or insurance policiesreported within the time period prescribed by the Act, instead being reported on February 24, 1998; 2.9 the Investors were all well-known to the Respondent and included his mother; 2.10 as a result of the trades in securities described in paragraph 2.6 above, the Respondent earned $7,569.00 in commissions; 2.11 upon being advised by Commission Staff that his activities in trading in securities without being registered under the Act to do so were the subject of investigation, the Respondent immediately ceased such trading activities; 2.12 by selling securities without being registered under the Act to do soforegoing, the Respondent acted in a manner contrary to the Act, the Rules and the public interest.