STATEMENT OF AGREED FACTS. 2.1. Cradle is a reporting issuer in the Province of Alberta and is listed for trading on the regular equities board of the Alberta Stock Exchange.
2.2. Xxxxxxx was a Director of Cradle until September 28, 1992.
2.3. Xxxxxxx remained an insider of Cradle until February 1, 1994 when his share share position in Cradle fell below 10% of the issued and outstanding voting securities of Cradle.
2.4. In July, 1992 Xxxxxxx was a control person of Cradle and as such required to file with the Agency a notice of intention to distribute securities and accompanying declaration prior to making a trade from his control position pursuant to section 112 of the Act. He was also required to declare his trades by filing an insider report within 3 days after the completion of any trade from a control position.
2.5. On August 5,1992 Xxxxxxx filed an insider report declaring a sale of 80,000 common shares of Cradle on July 13, 1992. On September 2, 1992 a notice of intention to distribute 80,000 commmon shares of Cradle was filed by Xxxxxxx. These filings were not made within the time limits set out in section 112 of the Act.
2.6. On January 14, 1993 Xxxxxxx filed an insider report declaring a sale of 530,000 common shares of Cradle on December 8, 1992. The filing was not made within the time limits set out in section 147 of the Act.
2.7. On February 15, 1994 Xxxxxxx filed an insider report declaring a trade of 750,000 common shares of Cradle on February 1, 1994. The filing was not made within the time limits set out in section 147 of the Act.
2.8. Xxxxxxx represents that all insider reports for trades in Cradle securities have been filed with the Agency.
STATEMENT OF AGREED FACTS. 2.1 On August 1, 1997, 749641 Alberta Ltd. ("749641") was incorporated pursuant to the laws of the Province of Alberta;
2.2 on September 15, 1997, 749641 filed with the Registrar of Corporations for the Province of Alberta articles of amendment changing its name to HyBurn Inc. and removing all restrictions on its right to transfer its shares and the number of its shareholders;
2.3 at all material times, Xxxxx Xxxxxxxxxxx was an officer and promoter (as the terms "officer" and "promoter" are defined in the Act) of the Corporation and was designated by the Corporation to ensure compliance with the Act and Rules and to retain and instruct legal counsel for that purpose;
2.4 at all material times, the Corporation engaged legal counsel who purported to, or were retained to, provide the Corporation with legal advice respecting the matters described herein;
2.5 despite ceasing to be a private company (as the term "private company" is defined in the Act) the Form 22 was no t filed by the Corporation as required by section 110 of the Act and subsection 131(2) of the Rules;
2.6 between September 15, 1997, and September 1, 1998, the Corporation issued securities, namely special warrants, to individual investors in reliance upon the exemptions contained in subsections 107(1)(d), 107(1)(p) and 107(1)(z) of the Act and in the process raised approximately $1,100,000.00;
2.7 the issuance of the special warrants referenced in paragraph 2.6 were trades that were a distribution (as the terms "trade" and "distribution" are defined in the Act);
2.8 the First Offering Memorandum, the Second Offering Memorandum or the Third Offering Memorandum were relied upon by the Corporation in making the trades referenced in paragraph 2.6;
2.9 the First Offering Memorandum, the Second Offering Memorandum and the Third Offering Memorandum were not filed with the ASC as required by section 108.1 of the Act and section 127 of the Rules;
2.10 the Form 20s were not filed with the ASC as required by subsection 108(1) of the Act and subsection 129(1) of the Rules;
2.11 after the commencement of the investigation and at the prompting of the Staff, the Corporation filed the Second Offering Memorandum, the Third Offering Memorandum, the Form 22 and the Form 20s;
2.12 the Corporation filed the Form 20s referred to in paragraph 2.11 recording the sales to investors as having occurred in reliance upon the exemptions contained in either section 107(1)(z) or 107(1)(d) of the Act;
2.13 the Corporation amen...
STATEMENT OF AGREED FACTS. 2.1. CFY Ventures Inc. ("CFY") was incorporated under the laws of Alberta on June 5, 1986 and at all material times its directors were Xxxxx Xxxxxxxxx, Xxxxx Xxxx, Xxxxxx Xxxxxxx, Xxxxx Xxxxxxxx and Xxxxx Xxx;
2.2. Xxxxx Xxxx became acquainted with CFY through Xxxxx Xxxxxxxx, and subsequently purchased a share investment in CFY. He was a director of CFY from July 30, 1992 to May 21, 1993;
2.3. between August, 1992 and May, 1993, CFY traded in securities, namely subscription agreements in CFY, with 48 Alberta residents where such trades were distributions, without being registered as required by subsection 54(1) of the Act and without a preliminary prospectus and a prospectus having been filed with the Agency and receipts obtained therefor, contrary to subsection 81(1) of the Act;
2.4. Xxxxx Xxxx did not participate in either the drafting of the subscription agreement or in the recruitment of investors;
2.5. Xxxxx Xxxx did not receive any financial compensation and did not participate in any daily activities of CFY;
2.6. Xxxxx Xxxx swore an affidavit, attached as Schedule "A" hereto, setting out his role as a director of CFY, and the Agency accepts the contents of that affidavit as fact;
2.7. by virtue of his position as a director, Xxxxx Xxxx ought to have known, or acquiesced in, the trading and distribution of securities described in paragraph 2.3 above, contrary to subsections 54(1), 81(1) and 161(4) of the Act.
STATEMENT OF AGREED FACTS. The DEP and the DPH acting through their respective Water Supply Program and Division of Food and Drugs, Food Protection Program hereby agree as follows:
(a) that all water supply sources for bottled water and carbonated nonalcoholic beverages, which are located in the Commonwealth, are deemed equivalent to public water supply sources for the purpose of satisfying source requirements (including but not limited to requirements for sanitary survey on-site review) applicable to sources of public water supply in the Commonwealth;
(b) that water sources for bottled water and carbonated nonalcoholic beverages are deemed equivalent to public water supply sources serving more than 10,000 persons for the purpose of water quality monitoring; and
(c) that water supply source requirements and requirements that pertain to bottling plant operations in the Commonwealth are distinct for the purpose of this agreement. Water supply sources and source appurtenances are required to comply with Massachusetts drinking water standards that govern public water supply sources in the Commonwealth, including but not limited to sanitary survey on-site review, as published in 310 CMR 22.00 and any applicable DEP water supply health advisories and guidelines. Bottled water processing facilities and operations are required to comply with regulations for the manufacture, collection and bottling of water and carbonated nonalcoholic beverages, pursuant to M.G.L. c.94, §§ 10A through 10F and 105 CMR 570.000.
STATEMENT OF AGREED FACTS. Acknowledgment
8. The Director of Enforcement and the Respondent agree with the facts and conclusions set out in this Part of the Agreement.
9. Xxxxxxx is engaged in the business of proprietary day trading on Canadian securities markets. Maritra has approximately 66 proprietary traders, most of whom are located in China.
10. During a period spanning April of 2015 to March of 2022, certain, but not all, traders at Maritra engaged in spoofing and / or layering activities on Canadian securities markets. On multiple separate occasions, traders at Maritra posted non-bona fide orders that were subsequently cancelled thereby creating a false or misleading appearance of market activity which allowed those traders to trade securities at artificial prices in violation of Section 132A(1)(a) of the Act.
11. Xxxxxxx was alerted by the investment dealers with whom it maintained accounts about instances of its traders engaging in potential spoofing activities as early as 2016, and on several occasions thereafter. Although Xxxxxxx warned, suspended, or terminated those traders after being alerted, spoofing and / or layering activities on Maritra’s accounts continued into 2022.
12. Maritra did not adequately monitor trading activities on its accounts or ensure that there was an adequate compliance structure in place to identify and prevent manipulative trading by its proprietary traders. Despite previously being alerted on several occasions to instances of potential spoofing and layering activities on its accounts, Maritra failed to take necessary and appropriate action, thereby allowing these practices to continue. Having been made aware of potential spoofing and layering activities by its traders through its accounts as early as 2016, Xxxxxxx knew, or reasonably ought to have known, that its failure to implement an adequate monitoring and compliance structure permitted or failed to prevent continued manipulative trading activities.
13. Spoofing and layering are a species of market manipulation. Consequently, Xxxxxxx directly or indirectly engaged or participated in an act, practice or course of conduct relating to securities that the Respondent knew, or reasonably ought to have known, would result in or contribute to a misleading appearance of trading activity in, or an artificial price for a security in breach of Section 132A(1)(a) of the Act.
14. Maritra is registered in Nova Scotia as an extra-provincial corporation, incorporated pursuant to the Canada Business Corpor...
STATEMENT OF AGREED FACTS. 2.1 Pro-Fund Distributors Ltd. ("Pro-Fund") is a registered mutual fund dealer in Alberta;
2.2 at all relevant times Xxxxxxxxxx was a registrant with Pro-Fund acting in the capacity of a manager in Red Deer, Alberta;
2.3 the Regulation to the Act requires that all registrants deposit all client's monies in a trust account. A client trust account cannot be used as a general account. Funds of a registrant cannot be mixed with client trust monies;
2.4 Pro-Fund did not give Xxxxxxxxxx direct approval to maintain a trust or any other account for client funds;
2.5 on eight occasions between August 1991 and March 1992 Xxxxxxxxxx deposited client funds with his own in a personal account. The client funds were later forwarded to Pro-Fund by personal cheques issued by Xxxxxxxxxx;
2.6 the practice of mixing personal and client funds in an account not in trust for clients is contrary to the Act and Regulation; settle.agt
STATEMENT OF AGREED FACTS. 2.1 Lenzburg Capital Corporation is incorporated under the Canada Business Corporations Act with registered office in Hamilton, Ontario;
2.2 Lenzburg International Inc. is incorporated under the laws of the Turks and Caicos Islands B.W.I. and incorporated under the Canada Business Corporations Act under the name 2914735 Canada Inc.;
2.3 Neither Lenzburg nor International are reporting issuers in the Province of Alberta;
2.4 From March 1, 1994 to April 8, 1994 International relied upon exemptions found in Section 107 of the Act to distribute securities of the Company to residents of Alberta; Xxxx.XXX
2.5 Xxxxx Xxxx is the President, Director, Promoter and Sole shareholder of Lenzburg and V.P. and benefitial shareholder of International;
2.6 In March and April, 1994 Xxxxx Xxxx sold securities to residents of the Province of Alberta. Letters of Credit issued upon Canada's major banks indicated these sales were made in the Province of Alberta.
2.7 International did not file Forms 20 on a timely basis as required by Section 108 of the Act;
2.8 International relied upon an Offering Memorandum that did not comply with form 43 of the Regulations as required by Section 127 of the Act;
2.9 International failed to file a copy of the Offering Memorandum as required pursuant to Section 108.1(b) of the Act;
2.10 Xxxxx Xxxx has informed the Commission that he has contacted all clients who were sold securities in Alberta and has returned the unused Letters of Credit to them;
2.11 The Respondents along with the Directors and Officers and the benefitial shareholders have been named as Respondents in a Hearing before the Saskatchewan Securities Commission.
STATEMENT OF AGREED FACTS. An arbitration before the Split Lake Cree Arbitrator may proceed by way of a statement of agreed facts.
STATEMENT OF AGREED FACTS. 2.1. Bridges Energy Inc.(“Bridges”) is a company incorporated in Alberta. Xxxxxxx is a reporting issuer which was listed for trading on the regular equities board of the Alberta Stock Exchange (“ASE”) from March 1, 1988 to October 17, 1989. From July 8, 1987 to February 29, 1988 Xxxxxxx had been listed on the ASE as a junior capital pool corporation under the name of Quadrant Capital Corporation. On October 18, 1989 Xxxxxxx was delisted from the ASE for failure to maintain continued listing requirements. Xxxxxxx has also been cease traded in Alberta since August 16, 1989 for failure to file financial statements with the Agency.
2.2. Bridges Energy Resources Ltd. (“Bridges Resources”) was a company incorporated in Alberta which amalgamated with Bridges (formerly known as Quadrant Capital Corporation) and 320642 Alberta Inc. on February 1, 1988. Bridges Resources was the appointed agent for and the joint venturer with investors in Bridges Joint Ventures Nos. 1 and 2.
2.3. 320642 Alberta Inc. (“320642”) was a company which took part in the amalgamation described in paragraph 2.2 above. 320642 was the appointed agent for and the joint venturer with investors in Bridges Joint Ventures Nos. 3, 4 and 5.
2.4. Bridges Joint Ventures Nos. 1 to 5 (“Joint Ventures”) were structured pursuant to joint venture agreements between investors and the agents, described in paragraphs 2.2 and 2.3 above, appointed to develop, operate and manage the Joint Ventures on behalf of the investors. Commencing February 1, 1988 Xxxxxxx assumed the obligations of Bridges Resources and 320642 as agent for and joint venturer with investors in the Joint Ventures. 1B08812.SAU
2.5. Xxxxxxx Xxxxxxxxx (“Cherwayko”) was President and a Director of Bridges, Bridges Resources and 320642 during all relevant times.
2.6. Prior to February 1, 1988, the Respondents, excepting Bridges, traded in securities namely interests in the Joint Ventures where the trades were a distribution contrary to sections 54 and 81 of the Act. No filings were made with the Agency which claimed for the distribution any exemption from registration and prospectus requirements of the Act
2.7. The Joint Ventures raised a total of $1,257,817 from 50 investors resident in Alberta. The monies raised were used to purchase petroleum and natural gas rights. The investors have received some returns on their investments.
STATEMENT OF AGREED FACTS. 2.1 Money Works Inc. (''MWI'') is incorporated under the Business Corporations Act of Alberta and amalgamated on January 1, 1994 with Del Rio International, a Resource and Technology Corporation, thereby becoming a reporting issuer in the Province of Alberta.
2.2 Xxxxxxx Xxxxxx is President and Director of MWI.
2.3 From January 1, 1994 to February 28, 1994 MWI used an offering memorandum dated December 15, 1993 and sought reliance upon certain exemptions from prospectus and registration requirements found in the Act to distribute securities to residents of Alberta.
2.4 MWI raised a total of $214,040 in the distribution of its securities. MWI.SAU
2.5 Six investors who acquired securities of MWI do not qualify for the claimed exemption from prospectus and registration requirements found in Section 107(1)(z)(v) and Section 65(1) )(y)(v) of the Act.
2.6 MWI failed to file on a timely basis a report of trades in its securities as required by Section 108(1) of the Act.
2.7 MWI utilized an offering memorandum in the distribution of its securities which was not completed in accordance with Form 43 as required by Section 127 of the Securities Regulation.
2.8 MWI faded to file a report as required by Section 118(1) of the Act for a material change which occurred in the affairs of the company, specifically that the total amount of monies raised in the distribution of securities was significantly less than originally reported.
