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(1999), 8 ASCS 1940 #08/27Docs Open #1544955v1

A L B E R T A S E C U R I T I E S C O M M I S S I O NIn the Matter of the Securities Act (S.A. 1981, c.S-6.1, as amended)(the “Act”)and in the matter ofCTC Crown Technologies Corporation,John Tansowny, Margaret Arbeau,Darrell Toma(the “Respondents”)

REASONS FOR DECISION OF THEALBERTA SECURITIES COMMISSIONBEFORE:

Eric T. SpinkVice-ChairIan E. W. McConnan, FCACommission Member

APPEARANCES:

Lise Houlefor the staff of the Alberta SecuritiesCommissionDale E. Tumbachfor the Respondents CTC Crown TechnologiesCorporation, John Tansowny and MargaretArbeau

HEARD:

In Edmonton, AlbertaAugust 6, 1998

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1. INTRODUCTION

This is a hearing under sections 165 and 167.1 of the

Securities Act

, S.A. 1981,c. S-6.1 (the “Act”).A Notice of Hearing was issued on April 27, 1998. The Notice of Hearing alleges,in essence, that CTC Crown Technologies Corporation (“CTC”) and the individualRespondents failed to provide full, true and plain disclosure of all material facts in aprospectus filed with the Commission, and that they included an untrue statement of amaterial fact in an Offering Memorandum filed with the Commission. It alleges that theRespondents made misrepresentations in relation to two matters: 1) remuneration paidby CTC to its directors and officers; and 2) the evaluation of a proposed majortransaction by an independent consultant.In June of 1998, the Respondent Darrell Toma (“Toma”) executed a SettlementAgreement that was subsequently approved by the Commission. The hearing asagainst the other Respondents proceeded on August 6, 1998.

2. BACKGROUND

A Statement of Agreed Facts was entered at the outset of the hearing. ThatStatement included the following (cross-references to documents entered in evidencehave been omitted here):2.1 CTC Crown Technologies Corporation ("CTC") was incorporated underthe laws of Alberta on January 10, 1995 and has its head office andregistered office in Edmonton, Alberta;2.2 At all material times, John Tansowny ("Tansowny") was Chief

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Executive Officer, Chief Financial Officer, President, Secretary-Treasurerand a director of CTC, except for the period June 10, 1996 to October 10,1996 during which time he had resigned as a director and officer of CTC;2.3 At all material times, Margaret Arbeau ("Arbeau") was a director of CTC;2.4 CTC became a reporting issuer on May 4, 1995, by filing a receipt for the"Prospectus" pursuant to the Act and Alberta Securities CommissionPolicy 4.11 ("Policy 4.11") and obtaining a receipt therefor;2.5 Shares of CTC have been suspended from trading on the Alberta StockExchange since August 15, 1997 and delisted since May 3, 1998;2.6 The Prospectus contained a certificate, as required by subsections 90(1)and 90(2) of the Act, which was signed by Tansowny as Chief ExecutiveOfficer and Chief Financial Officer, and by Arbeau and Toma as twoadditional directors of CTC. The certificate stated:

The foregoing constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by Part 8 of the Securities Act and the regulations under it.

2.7 In the Prospectus, and in accordance with Policy 4.11 and CommissionStaff’s policies and procedures, CTC stated:

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John Tansowny has a history of questionable transactions for personal gain with a fine and cease of trade order

John Tansowny has a history of questionable transactions for personal gain with a fine and cease of trade order. Read the case document and sanctions against him.

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