<PAGE> 1
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a- 16 OR 15d- 16 of
the Securities Exchange Act of 1934
For the month of JUNE, 1996
VENTURE PACIFIC DEVELOPMENT CORPORATION
(Translation of registrant's name into English)
Suite 1204 - 700 West Pender Street,
Vancouver, British Columbia, CANADA V6C 1G8
(Address of principal executive offices)
[Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
[Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act
of 1934.
Yes [ ] No [X]
[If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-_____________
<PAGE> 2
[LETTERHEAD OF VENTURE PACIFIC DEVELOPMENT CORPORATION]
NEWS RELEASE
FOR IMMEDIATE RELEASE
JUNE 13, 1996 - VANCOUVER, BRITISH COLUMBIA. - VENTURE PACIFIC DEVELOPMENT
CORPORATION OF VANCOUVER (THE "COMPANY") SEEKS TO CORRECT AND CLARIFY
INFORMATION PREVIOUSLY RELEASED IN ITS APRIL 29, 1996 NEWS RELEASE. The Company
has recently completed the comments procedure with the United States Securities
and Exchange Commission ("SEC") with respect to registration of common shares
on Form 10-SB under the Securities Exchange Act of 1934. The Company is in the
process of initiating an application for listing on the Nasdaq SmallCap
Market. The SEC has not approved or commented in any way upon the Company's
plans to seek listing upon the Nasdaq SmallCap Market. The Company cannot
predict whether or not it will be accepted for listing upon the Nasdaq
SmallCap Market.
THE COMPANY'S CREEKSIDE VILLAGE 54 UNIT TOWNHOUSE PROJECT AT PEMBERTON, B.C.
NEAR WHISTLER HAS PRESOLD 54% OF THE UNITS AND CONSTRUCTION IS PROCEEDING ON
SCHEDULE, WITH COMPLETION IN DECEMBER.
FOR FURTHER INFORMATION CONTACT: RONALD W. DOWNEY AT (604) 687-4588 OR 1-(888)
260-8888 OR BY FAX AT (604) 687-4905. WEB SITE ADDRESS: www.venpac.com. E-MAIL
ADDRESS: [email protected].
On behalf of the Board of Directors
/s/ Ronald W. Downey
- ------------------------------------
Ronald W. Downey, President & C.E.O.
TRADING SYMBOLS: "VSE":VPV,"NNOTC":VEPDF
The Vancouver Stock Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.
<PAGE> 3
APPENDIX 23C
DECLARATION OF STOCK OPTION POSITION
(This form to be completed by the Optionee)
INCENTIVE STOCK OPTIONS
TO: The Vancouver Stock Exchange
RE: VENTURE PACIFIC DEVELOPMENT CORPORATION (the "Company"), incentive stock
options to purchase 75,000 common shares of the Company at $1.02 per share,
granted on May 29, 1996 and expiring May 29, 1997 (the "Options").
I, JEFFREY D. BERWICK, HEREBY CERTIFY that the non-transferable Options have
been granted to me in compliance with the requirements of V.S.E. Listings
Policy 23; and more particularly that at the time of grant, I was not aware of
any change in the affairs of the Company which might have affected the trading
price or value of the Company's shares and which had not been disclosed to the
public. If the Company is classified as a Venture Company as at the date of
this Declaration, I confirm that I have not been granted a stock option in the
Company within two years of the date of grant of the Options.
I am a Director (director/senior officer/bona fide employee) of the Company, or
of 371208 B.C. Ltd., a subsidiary of the Company, or I am an individual
employed by _________________________, a company providing management services
to the Company. (If an employee: my job description is ________________________
and I work ____ hours per week for the Company or its subsidiaries.)
I HEREBY FURTHER CERTIFY (complete either Part I or Part II as applicable):
PART I
THAT I do not currently have any outstanding options granted by any listed
company.
DATED this 6th day of June, 1996.
Signature: /s/ J. Berwick
------------------------------
<PAGE> 4
-2-
PART II
THAT I hold as of the date of this Declaration outstanding stock options which
have been granted to me by the Company and/or other listed companies as follows:
Name of Listed Company Outstanding Balance
- --------------------------------------------------------------------------------
NIL.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Complete on separate sheet if insufficient space)
DATED this 6th day of June , 1996.
------ ------- --
Signature: /s/ J. Berwick
-----------------
Enforcement action by the Vancouver Stock Exchange, the British Columbia
Securities Commission or other regulatory authorities may result if a person
makes a statement in this document that, at the time, and in light of the
circumstances under which it was made, is a misrepresentation.
THIS DOCUMENT WILL BE PLACED IN THE COMPANY'S PUBLIC FILE
<PAGE> 5
APPENDIX 23D
REGULAR FILING
SUMMARY FORM - INCENTIVE STOCK OPTIONS
COMPANY NAME: VENTURE PACIFIC DEVELOPMENT CORPORATION
SYMBOL: VPV DATE: MAY 29, 1996
1. OPTIONS PROPOSED FOR ACCEPTANCE:
Date of Grant: 96/05/29 (y/m/d).
<TABLE>
<CAPTION>
=====================================================================================
<S> <C> <C> <C> <C> <C>
Position
(Director/Senior Insider?
Officer/ Yes or No. of Exercise Expiry
Name of Optionee Employee) No Shares Price Date
- -------------------------------------------------------------------------------------
Jeffrey D. Berwick Director of Yes 75,000 $1.02 May 29, 1997
Subsidiary
=====================================================================================
</TABLE>
Total Number of optioned shares proposed for acceptance: 75,000.
2. OTHER OUTSTANDING OPTIONS:
<TABLE>
<CAPTION>
========================================================================
<S> <C> <C> <C> <C>
No. of Exercise Date of Expiry
Name of Optionee Shares Price Grant Date
- ------------------------------------------------------------------------
Ronald W. Downey 100,000 $0.62 Dec. 27, 1995 Dec. 27, 1997
- ------------------------------------------------------------------------
Faisal Saleh 10,000 $0.62 Dec. 27, 1995 Dec. 27, 1997
- ------------------------------------------------------------------------
George E. Scott 25,000 $0.62 Dec. 27, 1995 Dec. 13, 1996
- ------------------------------------------------------------------------
Andrew S. Marton 10,000 $0.62 Feb. 8, 1995 Feb. 8, 1997
- ------------------------------------------------------------------------
Conrad Clemiss 25,000 $0.71 Aug. 24, 1995 Aug. 24, 1997
- ------------------------------------------------------------------------
Derek Van Laare 57,000 $1.39 Aug. 11, 1993 Aug. 11, 1998
- ------------------------------------------------------------------------
Denis Benteau 25,000 $0.92 May 24, 1995 May 24, 1997
========================================================================
</TABLE>
Total Number of shares optioned, including those proposed for acceptance 327,000
3. State the date of the press release announcing the grant of options:
May 29, 1996 (attach copy).
4. State the total issued and outstanding share capital at the date of grant:
5,210,327.
<PAGE> 6
-2-
5. State, as a percentage of the issued shares of the Company, the
aggregate number of shares that are subject to incentive stock options,
including options of this Filing:
__________%.
6. State the closing price of the Company's shares for the ten trading
days immediately preceding the date of grant and the average closing
price for such ten days. If the exercise price is determined other than
by the average ten day closing price, provide details:
<TABLE>
<CAPTION>
Date Closing Price Average Closing Price
<S> <C> <C>
May 15, 1996 $1.00
May 16, 1996 $1.00
May 17, 1996 $1.00
May 21, 1996 $0.80
May 22, 1996 $1.10
May 23, 1996 $1.91
May 24, 1996 $1.00
May 27, 1996 $1.00
May 28, 1996 $1.00
May 29, 1996 $1.10 $1.00
</TABLE>
7. No material change occurred and no press release was issued by the
Company during the ten trading days immediately preceding the date of
grant. If a material change did occur within the ten trading days
immediately preceding the grant, the average does not include a closing
price that occurred earlier than the trading day following the day on
which the material change was announced.
8. If the Company has completed a public distribution of its securities
within six months of the date of grant, state the per share price paid
by the public investors: $____________.
9. The fee for this filing is: $168, which sum plus GST is enclosed with
this application.
Enforcement action by the Vancouver Stock Exchange, the British Columbia
Securities Commission or other regulatory authorities may result if a person
makes a statement in this document that, at the time, and in light of the
circumstances under which it was made, is a misrepresentation.
THIS DOCUMENT WILL BE PLACED IN THE COMPANY'S PUBLIC FILE
<PAGE> 7
APPENDIX 23G
STOCK OPTION CHECKLIST
REGULAR FILING
COMPANY CHECKLIST
COMPANY NAME VENTURE PACIFIC DEVELOPMENT CORPORATION
---------------------------------------
(the "Company")
SYMBOL VPV
--------
VENTURE BOARD COMPANY
--------
SENIOR BOARD COMPANY X
--------
RELEVANT POLICIES: Policy 23, Director and Employee Stock Options. See also
Policy 11, Inactive Companies and Reactivation, Policy 18.5,
and Reverse Takeovers.
1. PURPOSE: This form is designed to list documents needed and establish
that the grant of options contemplated is in compliance with
the requirements of Exchange policies in order to speed up
the Exchange's review and acceptance of the application.
2. DOCUMENTS: All documents filed within 30 days of grant of options
Yes X No
--- ---
Place a check mark in the box to indicate the following
documentation is enclosed.
a. Copy of the news release announcing grant of options:
Date of release May 29, 1996 /X/
-------------------------
b. Certified true copy of the directors' resolution
granting the option /X/
c. Certified true copies or originals of the individual
option agreements /X/
d. If optionees include Insiders, copy of the Information
Circular and minutes of shareholders' meeting at which
shareholder approval was obtained /X/
IF THE SHAREHOLDER MEETING HAS NOT YET TAKEN
PLACE, PLEASE CHECK HERE / /
e. Declaration of Stock Option Position completed and
executed by each optionee (Appendix 23C) /X/
f. If optionees include a corporation, a Certificate and
Undertaking Required From a Corporation Granted an
Incentive Stock Option (Appendix 23B) / /
g. Particulars of any existing incentive stock options held
by any optionees (must be in the form of a Declaration
of Stock Option Summary Form - Appendix 23D) /X/
<PAGE> 8
[LETTERHEAD OF VENTURE PACIFIC DEVELOPMENT CORPORATION]
NEWS RELEASE
FOR IMMEDIATE RELEASE
MAY 29, 1996 -- VANCOUVER, BRITISH COLUMBIA -- In 1994 the Company restructured
some of its business strategies over previous years, identifying long term
opportunities and diversification for future growth. The Company, by redefining
its basic businesses which opened vast opportunities by significantly expanding
its horizons, is pleased to make THE ANNOUNCEMENT THAT IT HAS ENTERED INTO
NEGOTIATIONS TO ACQUIRE CONTROLLING INTEREST IN A COMPANY MANUFACTURING NORTH
AMERICA'S ONLY TRUE ISOTONIC ENERGY DRINK AND ENERGY BAR.
Upon completion of the Company's due diligence and execution of a Letter of
Intent, further releases will be made.
THE COMPANY ALSO ANNOUNCES IT HAS ENGAGED THE SERVICES OF BERWICK MANAGEMENT
CORPORATION (BMC) TO PROVIDE INVESTOR RELATIONS, PUBLIC RELATIONS AND CREATE
EXPOSURE FOR VENTURE PACIFIC DEVELOPMENT CORPORATION ON A WORLD-WIDE BASIS
THROUGH ELECTRONIC SUPPORT MEANS. BMC WILL DEVELOP, IMPLEMENT AND MAINTAIN AN
ONGOING INVESTOR RELATIONS SUPPORT SYSTEM FOR THE COMPANY WITH THE GENERAL
OBJECTIVE OF MAINTAINING AND EXPANDING EXISTING AND POTENTIAL INVESTOR AWARENESS
OF THE COMPANY AND ITS BUSINESS ACTIVITIES for an initial period of three months
at a rate of $3,700 per month. Investors will be able to contact Berwick
Management Corp. and the Company for information and updates on Venture Pacific
Development Corporation through the Internet, fax and a toll free number as
well.
In addition, JEFFREY D. BERWICK HAS BEEN APPOINTED TO THE OFFICE OF MANAGER OF
PUBLIC RELATIONS FOR THE COMPANY and has been granted, subject to regulatory
approval, options entitling him to purchase up to 75,000 shares of the Company
at $1.02 per share expiring May 29, 1997.
THE COMPANY IS PLEASED TO ANNOUNCE THE COMMENCEMENT OF CONSTRUCTION OF ITS 54
TOWNHOUSE DEVELOPMENT AT PEMBERTON, B.C. WITH 48% OF THE PROJECT PRE-SOLD,
RONALD W. DOWNEY, PRESIDENT AND C.E.O., STATED THAT THE CONFIDENCE THE COMMUNITY
HAS SHOWN IN THE PROJECT IS MOST REWARDING AS EVIDENCED BY THE PRE-SALES.
FOR FURTHER INFORMATION CONTACT: RONALD W. DOWNEY AT (604) 687-4588 OR 1-(888)
260-8888 OR BY FAX AT (604) 687-4905. WEB SITE ADDRESS: www.venpac.com. E-MAIL
ADDRESS: [email protected].
On behalf of the Board of Directors
/s/ Ronald W. Downey
- ------------------------------------
Ronald W. Donald, President & C.E.O.
The Vancouver Stock Exchange has not reviewed and does not accept responsibility
for the adequacy or accuracy of this release.
<PAGE> 9
-2-
h. Filing Fees /X/
3. DOCUMENT REVIEW: Please place a check in the applicable box to ensure
that the following provisions are included in the
applicable documents.
<TABLE>
<CAPTION>
===============================================================================
ITEMS -- GENERAL REQUIREMENTS YES NO N/A
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
a. Option Agreements
- -------------------------------------------------------------------------------
(i) Option not transferable/assignable X
- -------------------------------------------------------------------------------
(ii) Period option exercisable after death
of optionee will not exceed 1 year X
- -------------------------------------------------------------------------------
(iii) Option exercisable not more than 30
days after optionee ceases to be
employee, director, senior officer (not
applicable to Senior Board
Companies) X
- -------------------------------------------------------------------------------
(iv) Represents that optionee is a bona fide
employee/director/senior officer X
- -------------------------------------------------------------------------------
(v) Shareholder approval prior to exercise
of options to Insiders required X
- -------------------------------------------------------------------------------
(vi) Shareholder approval of amendments
to options to Insiders agreements
required X
- -------------------------------------------------------------------------------
b. Term of options (less than or equal to 5 yrs
Venture, less than or equal to 10 yrs Senior) X
- -------------------------------------------------------------------------------
c. Total options do not exceed 10% issued
and outstanding (unless the Company has a
Stock Option Plan that states otherwise) X
- -------------------------------------------------------------------------------
d. Total options to any one optionee does not
exceed 5% issued and outstanding X
===============================================================================
</TABLE>
4. INACTIVE COMPANIES AND COMPANIES UNDERGOING REVERSE TAKEOVERS:
a. Is the Company "inactive"? Yes No X
--- ---
-- If YES, Company cannot grant new stock options nor Insiders
exercise existing stock options pursuant to Policy 11
<PAGE> 10
-3-
b. Is the Company presently undergoing or has the Company recently
completed a Reverse Takeover? Yes No X
--- ---
-- If YES, Company cannot grant options until at least 30 days from
the date of resumption of trading pursuant to Policy 18.5
5. IS THE/AN OPTIONEE A CORPORATION: Yes No X
--- ---
-- If YES, are the shares of corporate optionee wholly-owned by an
individual eligible for the options (e.g. employee, director,
senior officer) Yes No
--- ---
-- If YES, has the corporate optionee filed a Certificate and
Undertaking Required From a Corporation Granted an Incentive Stock
Option (Appendix 23B) Yes No
--- ---
6. PRICING AND POLICY COMPLIANCE:
Is the Price calculated correctly having regard to:
a. Is the exercise price THE GREATER OF average closing price within 10
trading days before the day of grant AND $0.15 per share?
Yes No
--- ---
b. If no trades took place within 10 trading days, is the exercise price
THE GREATER OF last closing price AND $0.15 per share?
Yes No
--- ---
c. If a material change was announced within 10 trading days after the
grant, is the exercise price THE GREATER OF average closing price
for the period from the trading day after the material change
announcement and ending on the trading day before the grant AND
$0.15 per share? Yes No
--- ---
d. If the grant is within 6 months of a public distribution, is the
exercise price THE GREATER OF the average closing price within 10
trading days before the grant and the per share price of the
distribution? Yes No
--- ---
7. ADDITIONAL REQUIREMENTS FOR VENTURE COMPANIES:
The following provisions are only applicable to companies listed on the
Exchange's Venture Board.
a. Only one option is granted to the same individual at any one time?
Yes No
--- ---
b. Has it been 2 years since the last grant for this optionee?
Yes No
--- ---
c. No optionee has stock options with more than 15 companies?
Yes No
--- ---
<PAGE> 11
-4-
8. VSE NOTICE: The following is needed to complete the VSE acceptance notice.
Total number of shares on which options are granted: 75,000
--------------------
Exercise price: $1.02
---------------------------------------------------------
Dated granted (yr/mth/day): 96/05/29
---------------------------------------------
Expiry Date (yr/mth/day): 97/05/29
---------------------------------------------
9. POLICY DEVIATION:
If the Company has answered YES to Questions 4 or NO to any of Questions 2,
3, 5, 6, and 7, the covering letter provided with this Checklist explains
why a deviation from Exchange policy is in the best interests of the
Company and the investing public.
Yes No
--- ---
10. CERTIFICATION:
The undersigned, being a director or senior officer of the Company,
certifies that the information disclosed in this Checklist is true in all
respects as of the date noted below.
Date Ronald W. Downey
---------------------- ----------------------------------------
Name of director or officer
/s/ Ronald W. Downey
----------------------------------------
Signature
President
----------------------------------------
Official Capacity
Enforcement action by the Vancouver Stock Exchange, the British Columbia
Securities Commission or other regulatory authorities may result if a person
makes a statement in this document that, at the time, and in light of the
circumstances under which it was made, is a misrepresentation.
<PAGE> 12
This is the form required under section 139 of the Securities Rules or, where
required, under an order issued under section 59 of the Securities Act.
FORM 20
SECURITIES ACT
REPORT OF EXEMPT DISTRIBUTION
-----------------------------
Report of a distribution under section 55(2)(1) to (5), (8) to (10), (11)(i),
(14), (16)(i), (18) or (24) to (27) of the Securities Act, S.B.C. 1985, c.83
(the "Act") or section 128(a), (b), (c) or (e) to (h) of the Securities Rules,
B.C. Reg. 479/95 (the "Rules"), or, where required, under an order issued under
section 59 of the Act.
1. Name, address and telephone number of the issuer of the security distributed
(the "Issuer"):
VENTURE PACIFIC DEVELOPMENT CORPORATION
Suite 1204 -- 700 West Pender Street
Vancouver, B.C.
V6C 1G8
Telephone: (604) 687-4588
2. State whether the Issuer is an exchange issuer.
The Issuer is an exchange issuer.
3. Description of the security (the "Security") and the number distributed:
Incentive Stock Options to purchase up to 75,000 shares exercisable at
$1.02 per share on or before May 29, 1997.
4. Section of the Act or Rules under which the distribution was made:
Section 55(2)(9) of the Act.
5. Date of the distribution:
_______________________, being the date of regulatory approval of
the grant of the Incentive Stock Options.
<PAGE> 13
-2-
6. If the distribution was to 50 or fewer persons, complete clause (a) of this
item. If the distribution was to more than 50 persons, circle clause (b) of
this item.
(a) Full Name and Address Number of Securi- Purchase
of Purchasers ties Purchased Price
--------------------- ----------------- --------
Jeffrey D. Berwick Option to purchase Nil
#15-2458 Pitt River Road up to 75,000
Port Coquitlam, B.C. shares at $1.02
V3C 6J7 per share on or
before May 29, 1997
(b) The Issuer has prepared and certified a list comprising the information
required by clause (a) of this section and a certified true copy of the
list will be provided to the Commission upon request.
N/A
7. State the total proceeds derived in British Columbia by the Issuer from the
distribution, i.e. the total value of the securities distributed to
residents of British Columbia.
Nil, grant of incentive stock options.
8. State the name and address of any person acting as agent in connection with
the distribution and the compensation paid or to be paid to such agent,
including discounts, commissions or other fees or payments of a similar
nature. If the compensation includes securities of the Issuer, note that a
separate Form 20 may be required to be filed under section 139 of the Rules.
N/A
9. If the distribution was under section 128(a) of the Rules, state the number
of different purchases who acquired securities of the Issuer under that
exemption during the 12 month period preceding the distribution.
N/A
<PAGE> 14
-3-
10. If the distribution was under section 128(h) of the Rules, state:
(a) the number of different purchasers who acquired securities of
the Issuer under that exemption during the 12 month period
preceding the distribution, and
N/A
(b) the total amount paid for securities of the Issuer issued under
that exemption during the 12 month period preceding the
distribution.
N/A
The undersigned hereby certifies that the statements made in this report are
true and correct.
DATED at Vancouver, British Columbia this __________ day of _________________,
1996.
VENTURE PACIFIC DEVELOPMENT CORPORATION
---------------------------------------
Name of Issuer
Per: /s/ Ronald W. Downey
---------------------------------
Signature of authorized signatory
---------------------------------------
President
---------------------------------------
Name and office of authorized signatory
IT IS AN OFFENCE FOR A PERSON TO MAKE A STATEMENT IN A DOCUMENT REQUIRED TO BE
FILED OR FURNISHED UNDER THE SECURITIES ACT THAT, AT THE TIME AND IN THE LIGHT
OF CIRCUMSTANCES UNDER WHICH IT IS MADE, IS A MISREPRESENTATION.
<PAGE> 15
CONSENT TO ACT AS A DIRECTOR
(Sections 136, 138 & 157)
British Columbia
"Company Act"
TO: 371208 B.C. LTD. (the "Company")
I, the undersigned, hereby consent to act as a Director of the Company
until revoked and I hereby declare that:
1. I am of the full age of 18 years;
2. I am capable of managing my own affairs;
3. I am not an undischarged bankrupt;
4. I have not been convicted of an offence in connection with the promotion,
formation or management of a corporation or involved in fraud within the last
five years.
5. In the case of a reporting company, I have not had a registration in any
capacity under the "Securities Act" or the "Mortgage Brokers Act" cancelled
within the last five years.
DATED this 29th day of May, 1996.
/s/ JEFFREY D. BERWICK
- --------------------------------------------
Signature
JEFFREY D. BERWICK
- --------------------------------------------
Name (please print resident address in full)
#15 2458 Pitt River Road
- --------------------------------------------
Address
Port Conquitlam, B.C.
- --------------------------------------------
V3C 6J7
- --------------------------------------------
Postal Code
<PAGE> 16
THIS INVESTOR RELATIONS AGREEMENT is made effective the 29th day of
May, 1996.
BETWEEN:
VENTURE PACIFIC DEVELOPMENT CORPORATION, of Suite 1204,
700 West Pender Street, Vancouver, British Columbia,
V6C 1G8
(hereinafter called the "Company")
OF THE FIRST PART
AND:
BERWICK MANAGEMENT CORP. of #15 - 2458 Pitt River
Road, Port Coquitlam, B.C., V3C 6J7
(hereinafter called "Berwick")
OF THE SECOND PART
WHEREAS:
A. The Company is engaged in the business of land development and gaming
(the "Business");
B. Berwick has represented to the Company that it has the qualifications,
experience and expertise to provide investor and public relations services to
the Company in connection with the Company and the Business and to create
exposure for the Company on a worldwide basis through electronic support means;
and
C. The Company considers it to be in its best interest to engage Berwick
to develop, implement and maintain an ongoing investor and public relations
support system for the Company with the general objective of maintaining and
expanding existing and potential investor awareness of the Company and the
Business (the "Services") on the terms and subject to the conditions
hereinafter set forth.
NOW THEREFORE THIS AGREEMENT WITNESS THAT the parties mutually agree as
follows:
<PAGE> 17
-2-
1. ENGAGEMENT
1.1 Subject to the terms and conditions hereof, the Company hereby engages
Berwick to provide the Services and Berwick hereby accepts such engagement.
1.2 Berwick's obligations to perform the Services shall commence on the
date hereof (the "Effective Date") and will continue for a term of three (3)
months from the Effective Date unless earlier terminated or extended in
accordance with Section 5 hereof (the "Term").
2. SERVICES
2.1 Berwick shall provide the Services to the Company in a diligent and
professional manner and in furtherance thereof, shall, subject to the direction
of the Board of Directors of the Company, create, manage and maintain a
professionally designed internet web site (the "Web Site") as a basis for the
provision of the Services.
3. CONSIDERATION
3.1 The Company will pay Berwick $3,7000 per month for the provision of the
Services and $300 per month for the management and maintenance of the Web Site,
in arrears, during the Term and $3,000 in three $1,000 monthly payments for the
creation of the Web Site.
3.2 If the engagement of Berwick hereunder is not extended beyond the Term,
the Company will continue to pay Berwick $300 per month for the management and
maintenance of the Web Site, which Berwick covenants to continue to provide,
until such management and maintenance arrangements are cancelled by the Company
on not less than 7 days written notice.
4. RELATIONSHIP OF THE PARTIES
The services to be performed by Berwick hereunder are personal in
character and neither this Agreement nor any rights or benefits arising
hereunder are assignable by Berwick. In performing the Services, Berwick shall
operate as, and shall have the status of, an independent contractor and shall
not act or hold itself out as, or be an agent of, the Company.
5. TERMINATION AND RENEWAL
5.1 This Agreement may be terminated at any time by the Company if it
determines that Berwick is not qualified to provide the Services as represented
in Recital B and otherwise, by either party on 7 days prior written notice to
the other party.
5.2 This Agreement may be renewed at the end of the Term by agreement in
writing of the parties.
<PAGE> 18
-3-
6. NOTICES
6.1 Any notice, direction or other instrument required or permitted to be
given under the provisions of this Agreement will be in writing and may be
given by delivery of the same or by mailing the same by prepaid, registered or
certified mail or by sending the same by fax or other similar form of
communication, in each case addressed as follows:
(a) If to the Company at:
Suite 1204
700 West Pender Street
Vancouver, British Columbia
V6C 1G8
Attention: Mr. Ron Downey
Fax No.: (604) 687-4905
(b) If to Berwick at:
Berwick Management Corp.
#15 - 2458 Pitt River Road
Port Coquitlam, B.C.
V3C 6J7
Attention: Jeffrey D. Berwick, President
Fax No.: (604) 941-0842
6.2 Any notice, direction or other instrument aforesaid, if delivered, will
be deemed to have been given and received on the day it was delivered, and if
mailed, will be deemed to have been given and received on the fifth business
day following the day of mailing except in the event of disruption of the
postal service in which event notice will be deemed to be received only when
actually received and, if sent by fax or other similar form of communication,
be deemed to have been given or received on the day it was so sent.
6.3 Any party may at any time give to the other notice in writing of any
change of address of the party giving such notice and from and after the giving
of such notice the address or addresses therein specified will be deemed to be
the address of such party for the purposes of giving notice hereunder.
<PAGE> 19
-4-
7. FURTHER ASSURANCES
Each party will at any time and from time to time, upon the request of
the other, execute and deliver such further documents and do such further acts
and things as such other party may reasonably request in order to evidence,
carry out and give full effect to the terms, conditions, intent and meaning of
this Agreement.
8. ENUREMENT
This Agreement shall enure to the benefit of and be binding on the
parties to this Agreement and their respective successors and permitted assigns.
9. LAW
This Agreement shall be governed by and construed in accordance with
the laws of the Province of British Columbia and the parties hereby irrevocably
attorn to the courts of such Province.
IN WITNESS WHEREOF the parties have executed this Agreement by their
duly authorized signatories as of the day and year first above written.
VENTURE PACIFIC DEVELOPMENT CORPORATION
Per: /s/ Ronald W. Downey
---------------------------------------
BERWICK MANAGEMENT CORP.
Per: /s/ J. Berwick
---------------------------------------
<PAGE> 20
[LETTERHEAD OF PAGE FRASER & ASSOCIATES]
JEFFREY T.K. FRASER
Law Corporation
- -------------------------------------------------------------------------------
BY COURIER
May 29, 1996
Vancouver Stock Exchange
4th Floor - 609 Granville Street
Vancouver, B.C.
V7Y 1H1
Attention: David Ing, Analyst, Corporate Finance Services
Dear Sirs:
RE: Venture Pacific Development Corporation (the "Company")
- Stock Options Granted to Messrs. Goldstein and Rogers March 29, 1996
Further to the your letter of April 9, 1996, the Company is not proceeding with
the Investor Relations Contract with Messrs. Goldstein and Rogers or the grant
of stock options to them and enclosed is a copy of a news release in that
regard.
Yours very truly,
JEFFREY T.K. FRASER
LAW CORPORATION
Per: /s/ Jeffrey T.K. Fraser
Jeffrey T.K. Fraser
JTKF:lr
Enclosures
c.c. Venture Pacific Development Corporation
Attention: Ronald W. Downey
<PAGE> 21
[LETTERHEAD OF VENTURE PACIFIC DEVELOPMENT CORPORATION]
NEWS RELEASE
FOR IMMEDIATE RELEASE
MAY 7, 1996 -- VANCOUVER, BRITISH COLUMBIA -- Publicly traded Venture Pacific
Development Corporation announced today that with 40% PRE-SALES OF THE
FIFTY-FOUR TOWNHOUSE PROJECT KNOWN AS CREEKSIDE VILLAGE AT PEMBERTON, B.C., NOT
FAR FROM THE WORLD-FAMOUS WHISTLER SKI RESORT, HAS COMMENCED CONSTRUCTION. The
condominium project is scheduled for completion in December of this year.
The Company has applied for a Development Permit with the Village of Pemberton
to develop an 80 UNIT TRAVELODGE MOTOR INN WITH FUTURE EXPANSION TO 120 ROOMS,
A GAS BAR/CONVENIENCE STORE, FREE STANDING FAMILY RESTAURANT, AND FIVE-THOUSAND
SQUARE FEET OF RETAIL SPACE. Future plans to develop approximately forty-eight
townhouses on the remaining site are being assessed.
WITH THE SPECTACULAR SUCCESS OF WHISTLER AS A YEAR-ROUND RESORT, WITH
CONDOMINIUM SALES RANGING UP TO $500 CAN PER SQUARE FOOT, PEMBERTON PRICES AT
$124 CAN PER SQUARE FOOT HAVE BECOME MOST ATTRACTIVE TO THE FIRST TIME HOME
BUYER AND RECREATION INVESTOR.
The Company announces that its engagement of Bruce Goldstein and Ed Rogers to
provide investor relations services to the Company through Discovery Financial,
as announced April 3, 1996, has terminated and that the stock options announced
by the Company March 29, 1996 have not received regulatory approval and will,
therefore, not be proceeded with.
FOR FURTHER INFORMATION CONTACT: RONALD W. DOWNEY AT (604) 687-4588 OR 1-(888)
260-8888 OR BY FAX AT (604) 687-4905.
On behalf of the Board of Directors
/s/ Ronald W. Downey
- ------------------------------------
Ronald W. Downey, President & C.E.O.
The Vancouver Stock Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.
<PAGE> 22
[LETTERHEAD OF VENTURE PACIFIC DEVELOPMENT CORPORATION]
NEWS RELEASE
FOR IMMEDIATE RELEASE
APRIL 29, 1996 -- VANCOUVER, BRITISH COLUMBIA -- Publicly-traded VENTURE
PACIFIC DEVELOPMENT CORPORATION ANNOUNCED TODAY THAT IT HAD RECEIVED APPROVAL
FROM THE SECURITIES AND EXCHANGE COMMISSION IN THE UNITED STATES TO APPLY FOR
FULL SENIOR BOARD LISTING ON THE NASDAQ STOCK EXCHANGE. Currently, Venture
Pacific trades on the senior board of the Vancouver Stock Exchange and the
NASDAQ Electronic Bulletin Board, which is a junior listing.
Venture Pacific's President and Chief Executive Officer, RONALD W. DOWNEY, says
a senior board listing in the United States will give the COMPANY A GREATER
AWARENESS AMONG U.S. INVESTORS. At the same time, he said, it opens the door to
providing greater shareholder value, pointing out that there are JUST 5.2
MILLION SHARES OUTSTANDING.
Mr. Downey says he anticipates the NASDAQ senior listing SHOULD BE APPROVED
THIS YEAR once all the listing requirements have been met.
Venture Pacific is active on a number of fronts, including REAL ESTATE, CASINO
GAMING AND VENTURE CAPITAL.
It has IN EXCESS OF $12-MILLION IN RESIDENTIAL AND COMMERCIAL REAL ESTATE
DEVELOPMENTS in growth areas in the Canadian province of British Columbia. Its
CASINO GAMING ACTIVITIES involve ventures with First Nations groups. Venture
Pacific's financial company is currently arranging EQUITY FINANCING FOR THREE
PROJECTS IN CANADA AND THE UNITED STATES WITH A COMBINED VALUE OF $9.1 MILLION.
FOR FURTHER INFORMATION CONTACT: RONALD W. DOWNEY AT (604) 687-4588 OR BY FAX
AT (604) 687-4905.
On behalf of the Board of Directors
/s/ Ronald W. Downey
- ------------------------------------
Ronald W. Downey, President & C.E.O.
The Vancouver Stock Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.
<PAGE> 23
[LETTERHEAD OF VENTURE PACIFIC DEVELOPMENT CORPORATION]
NEWS RELEASE
FOR IMMEDIATE RELEASE
VANCOUVER, BRITISH COLUMBIA. (APRIL 3, 1996) -- Venture Pacific, which trades
on the Senior Board of the Vancouver Stock Exchange (Symbol: VPV) and on the
NASDAQ Electronic Bulletin Board in the United States (Symbol: VEPDF), HAS MORE
THAN $12-MILLION IN MAJOR REAL ESTATE DEVELOPMENTS PROJECTED OR IN PROGRESS IN
BRITISH COLUMBIA.
Venture Pacific President and CEO, Ronald W. Downey, says THE CREEKSIDE VILLAGE
PROJECT CONSISTING OF 54 TOWNHOUSE UNITS, scheduled for completion by this
fall, IS ATTRACTING CONSIDERABLE INTEREST FROM FAMILIES, PARTICULARLY THOSE WHO
WORK AT WHISTLER, BRITISH COLUMBIA, SINCE THE HOUSING DEVELOPMENT PROVIDES
AFFORDABLE ACCOMMODATION WITH PRICES STARTING AT LESS THAN $160-THOUSAND. TO
DATE, 16 UNITS HAVE BEEN PRESOLD.
He also points out that Canada Mortgage and Housing Corporation has increased
the lending limits in Pemberton for its high-ratio financial assistance from
$125,000 to $175,000. For first time buyers the cash requirement is five per
cent of the purchase price with a 95 per cent loan. "This change is good news
for us and for young families who have found housing out of reach for them in
this area", said Mr. Downey "It is possible that we will consider further
housing developments in Pemberton as a result of the CMHC decision".
Mr. Downey also announced that the company's casino management division had
continued discussions on two fronts.
"We are currently MEETING WITH A NATIVE TRIBE IN THE NORTHWESTERN PART OF THE
UNITED STATES REGARDING A GAMING-ENTERTAINMENT-BINGO COMPLEX and we HAVE OPENED
NEGOTIATIONS WITH A VIEW TO PURCHASING A PRIVATELY-HELD ADVANCED TECHNOLOGY
CORPORATION THAT HAS THE WORLD'S FIRST INTERACTION CD DRIVEN, FULL MOTION
CINEMA VIDEO LOTTERY TERMINAL."
Meantime, Mr. Downey says Venture Pacific continues to assist First Nations
Bands in British Columbia to prepare for the development of entertainment and
gaming facilities on their lands.
THERE ARE NO MATERIAL CHANGES IN THE COMPANY'S AFFAIRS AT THIS TIME.
FOR FURTHER INFORMATION CONTACT: RONALD W. DOWNEY AT (604) 687-4588 OR (888)
260-8888 OR BY FAX AT (604) 687-4905.
On behalf of the Board of Directors
/s/ Ronald W. Downey
- ------------------------------------
Ronald W. Downey, President & C.E.O.
The Vancouver Stock Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.
<PAGE> 24
[LETTERHEAD OF VENTURE PACIFIC DEVELOPMENT CORPORATION]
NEWS RELEASE
FOR IMMEDIATE RELEASE
VANCOUVER, BRITISH COLUMBIA. (APRIL 3, 1996) - VENTURE PACIFIC DEVELOPMENT
CORPORATION, which trades on the Senior Board of the Vancouver Stock Exchange
(Symbol: VPV) and on the NASDAQ Electronic Bulletin Board in the United States
(Symbol: VEPDF), announces the execution of an agreement pursuant to which
Bruce Goldstein and Ed Rogers have been engaged by the Company to provide
investor relations services to the Company through Discovery Financial of Coral
Springs, Florida for an initial period of 3 months at a rate of $7,500 per
month. Messrs. Rogers and Goldstein's backgrounds are in financial public
relations.
Under the agreement, Messrs. Goldstein and Rogers, through Discovery Financial,
have agreed to promote the Company and its business of land development and
gaming, and have agreed to develop, implement and maintain an ongoing investor
relations support system for the Company with the general objective of
maintaining and expanding existing and potential investor awareness of the
Company and its business activities. Messrs. Goldstein and Rogers each hold
options, subject to regulatory approval, to purchase up to 50,000 shares of the
Company at $1.10 per share expiring March 29, 1997.
FOR FURTHER INFORMATION CONTACT: RONALD W. DOWNEY at (604) 687-4588 or 1-(888)
260-8888 BY FAX AT (604) 687-4905.
On behalf of the Board of Directors
/s/ Ronald W. Downey
- ------------------------------------
Ronald W. Downey, President & C.E.O.
The Vancouver Stock Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.
<PAGE> 25
[LETTERHEAD OF VENTURE PACIFIC DEVELOPMENT CORPORATION]
NEWS RELEASE
FOR IMMEDIATE RELEASE
VANCOUVER, BRITISH COLUMBIA. (MARCH 18, 1996) - Further to the Company's news
release of January 26, 1996, the Company has completed a private placement of
1,685,715 units, at a purchase price of $0.56 per unit. Each unit consists of
one share and one share purchase warrant to purchase a further share at a price
of $0.56 in the first year and $0.65 in the second year commencing January 26,
1996.
The $944,000 proceeds from the private placement are intended to be used, as to
approximately $850,000, to fund development costs associated with the 54 unit
townhouse and condominium development known as Creekside Village at Pemberton,
British Columbia and, as to the balance for working capital.
Venture Pacific, which trades on Senior Board of the Vancouver Stock Exchange
(Symbol: VPV) and on the NASDAQ Electronic Bulletin Board in the United States
(Symbol: VEPDF), HAS MORE THAN $12-MILLION IN MAJOR REAL ESTATE DEVELOPMENTS
PROJECTED OR IN PROGRESS IN BRITISH COLUMBIA.
Venture Pacific President and CEO, Ronald W. Downey, says THE CREEKSIDE
PROJECT, scheduled for completion by this fall, IS ATTRACTING CONSIDERABLE
INTEREST FROM FAMILIES, PARTICULARLY THOSE WHO WORK AT WHISTLER, BRITISH
COLUMBIA, SINCE THE HOUSING DEVELOPMENT PROVIDES AFFORDABLE ACCOMMODATION WITH
PRICES STARTING AT LESS THAN $160-THOUSAND.
He also points out that Canada Mortgage and Housing Corporation has increased
the lending limits in Pemberton for its high-ratio financial assistance from
$125,000 to $175,000. For first time buyers the cash requirement is five per
cent of the purchase price with a 95 per cent loan. "This change is good news
for us and for young families who have found housing out of reach for them in
this area", said Mr. Downey. "It is possible that we will consider further
housing developments in Pemberton as a result of the CMHC decision".
Mr. Downey also announced that the company's casino management division has
entered into discussions on two fronts.
"We are currently MEETING WITH A NATIVE TRIBE IN THE NORTHWESTERN PART OF THE
UNITED STATES REGARDING A GAMING-ENTERTAINMENT-BINGO COMPLEX AND WE HAVE OPENED
NEGOTIATIONS WITH A VIEW TO PURCHASING A PRIVATELY-HELD ADVANCED TECHNOLOGY
CORPORATION THAT HAS THE WORLD'S FIRST INTERACTIVE CD DRIVEN, FULL MOTION
CINEMA VIDEO LOTTERY TERMINAL."
Meantime, Mr. Downey says Venture Pacific continues to assist First Nations
Bands in British in British Columbia to prepare for the development of
entertainment and gaming facilities on their lands.
FOR FURTHER INFORMATION CONTACT: RONALD W. DOWNEY AT (604) 687-4588 OR (888)
260-8888 OR BY FAX AT (604) 687-4905.
On behalf of the Board of Directors
/s/ Ronald W. Downey
- ------------------------------------
Ronald W. Downey, President & C.E.O.
The Vancouver Stock Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.
<PAGE> 26
[LETTERHEAD OF VANCOUVER STOCK EXCHANGE]
12 March 1996
David M. Calabrigo
Barrister & Solicitor
807 - 700 West Pender Street
Vancouver, BC
V6C 1G8
ATTENTION: DAVID M. CALABRIGO
Dear Sirs/Mesdames:
RE: VENTURE PACIFIC DEVELOPMENT CORP. ("VPV")
PRIVATE PLACEMENT-CERTIFIED FILING
This is to confirm that the Vancouver Stock Exchange has accepted for filing
documentation with respect to a private placement announced January 26, 1996:
Number of Shares: 1,685,715 shares
Purchase Price: $0.56 per share
Warrants: 1,685,715 non-transferable share purchase warrants to
purchase 1,685,715 shares
Warrant Exercise Price: $0.56 for a one year period
$0.65 in the second year
Placees: 499412 British Columbia Ltd.
(Bradley Rudman) 446,428
Conrad Clemiss 100,000
Lisa Reynolds 44,643
Anker Bank 180,000
No. 67 Corporate Ventures Ltd.
(Denise Ulibarri) 100,000
Sunnybrook Securities Ltd.
(Arthur & Marion Clemiss) 814,644
<PAGE> 27
David M. Calabrigo
12 March 1996
Page 2
These securities have not yet been issued. The Company shall issue a news
release if the private placement does not close promptly.
Should you have any questions, please contact the undersigned.
Your truly,
/s/ Colleen Chambers
- ---------------------
Colleen Chambers
Analyst
Corporate Finance Services
CC/rw
cc BC Securities Commission Attn: Corporate Finance
Venture Pacific Development Corp.
687-4905
file cc1022
<PAGE> 28
[LETTERHEAD DAVID M. CALABRIGO]
March 4, 1996 VIA COURIER
Vancouver Stock Exchange
Stock Exchange Tower
P.O. Box 10333,
Fourth Floor
609 Granville Street
Vancouver, BC
V7Y 1H1
ATTENTION: COLLEEN CHAMBERS:
Dear Colleen,
RE: VENTURE PACIFIC DEVELOPMENT CORP. (THE "COMPANY")
PRIVATE PLACEMENT OF 1,785,715 UNITS
FINAL SUBMISSION AND APPROVAL
CERTIFIED FILING
- -----------------------------------------
Further to your letter of February 7, 1996, a copy of which is enclosed, and
pursuant to Paragraph 16.1.43 and Paragraph 16.1.53 of Vancouver Stock Exchange
Listing Policy Statement No. 16 dated November 30, 1995, I hereby submit for
final approval the following documents by way of certified filing:
1. Private Placement Questionnaire and Undertaking Forms completed and executed
by each of the placees; and
2. Private Placement Declaration of Certified Filing and Summary Form completed
and executed by Mr. Ronald W. Downey, President, C. E. O. and Director of the
Company.
For the beneficial owner(s) of 499412 BC. Ltd., No. 67 Corporate Ventures Ltd.
and Sunnybrook Securities Ltd. please refer to each of their respective Private
Placement
<PAGE> 29
DAVID M. CALABRIGO
MARCH 4, 1996
PAGE 2
Questionnaires and Undertakings. Please note that Aldridge Holdings Ltd.
("Aldridge") has been replaced by Sunnybrook Securities Ltd. ("Sunnybrook")
Aldridge and Sunnybrook have the same beneficial owners.
The private placement does not fall under Section 165.1.35 of Listings Policy
No. 16 and accordingly, shareholder approval is not required.
I trust you will find the enclosed to be in order and should you have any
questions with respect to the same, please do not hesitate to contact the
undersigned.
Yours truly
/s/ David M. Calabrigo
- ----------------------------
DAVID M. CALABRIGO
:jm/Enclosures
cc: VENTURE PACIFIC DEVELOPMENT CORP.
ATTENTION: MR. RONALD DOWNEY
---------------------------------
<PAGE> 30
LIST OF PLACEES
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Address Number of Units Statutory Exemption
================================================================================
499412 BRITISH COLUMBIA LTD. 446,428 Section 55(2)(4)
1150-750 West Pender Street ($250,000)
Vancouver, British Columbia
V6C 278
CONRAD CLEMISS 100,000 Section 55(2)(9)
1204-700 West Pender Street ($56,000)
Vancouver, British Columbia
V6C 1G8
LISA REYNOLDS 44,643 Rule 128(h)
620 Lowry Lance ($25,000) (formerly Section 117(i))
North Vancouver, British Columbia
ANKER BANK 178,571 Section 55(2)(4)
P.O. Box 4923 ($100,000)
Zurich, Switzerland
2H8-8022
NO. 67 CORPORATE VENTURES LTD. 100,000 Rule 128(h)
602-595 Howe Street ($56,000) (formerly Section 117(i))
Vancouver, British Columbia
V6C 275
WILLIAM E. GRAFHAM 100,000 Rule 128(h)
40 Cayman Reef Resort ($56,000) (formerly Section 117(i))
P.O. Box 1595
Grand Cayman, Cayman Islands
British West Indies
ALDRIDGE HOLDINGS LTD. 816,073 Section 55(2)(4)
P.O. Box 1316G, ($457,000)
Grand Cayman, Cayman Islands
British West Indies
===============================================================================
</TABLE>
<PAGE> 31
[LETTERHEAD OF VANCOUVER STOCK EXCHANGE]
February 7, 1996
FAX 681-7296
David M. Calabrigo
#301 - 700 West Pender Street
Vancouver, BC
V6C 1G8
Attention: DAVID M. CALABRIGO
Dear Sirs:
RE: VENTURE PACIFIC DEVELOPMENT CORPORATION (THE "COMPANY") - SUBMISSION #16987
Further to the Company's news release dated January 26, 1996, and your notice
letter dated January 30, 1996, this is to advise that the Company's proposed
Private Placement of 1,785,715 shares at a price of $0.56 per share with
1,785,715 non transferable warrants attached to purchase 1,785,715 shares at a
price of $0.56 per share if exercised within the first year and at a price of
$0.65 per share if exercised within the second year, is acceptable in principle
to the Vancouver Stock Exchange (the "Exchange").
Please note the requirements of Policy 16, specifically:
+ Final acceptance of the private placement is subject to the filing, within 45
days of the date of the news release, of either a Regular or Certified Filing.
Please identify in the filing the specific statutory exemption(s) relied on
for the issuance. It is the responsibility of the Company to determine the
compatibility of the B.C. Securities Act exemption(s) used and to meet all the
legal requirements of the exemption(s).
+ No securities can be issued until final acceptance is provided by the
Exchange. The Certified Filing of complete documentation will result in the
automatic issuance of a VSE Notice accepting the private placement for filing
(the Exchange reserves the right to determine any particular application
ineligible for acceptance under the certified filing procedure and to require
some or all of the documentation for a regular filing to submitted for
review).
+ Final acceptance is also subject to the transaction closing no later than 45
days from the date of this letter.
<PAGE> 32
DAVID M. CALABRIGO
February 7, 1996
Page 2
+ The Exchange reserves the right to review the price of the private placement
at the time the documentation is filed if a material change in the affairs of
the Company is announced during the filing period.
+ Shareholder approval will be required if the private placement falls under
Section 16.1.35 of Policy 16.
Please disclose the beneficial owner(s) of 499412 BC Ltd., No. 67 Corporate
Ventures Ltd. and Aldridge Holdings Ltd.
Please also note the B.C. Securities Commission's newly revised Form 61 --
Quarterly Report, which requires disclosure of and reasons for any material
differences in the actual use of proceeds from the previous disclosure by the
issuer regarding its intended use of proceeds.
The Exchange does not require a Filing Statement. Should you have any questions,
please contact the undersigned.
Yours truly,
/s/ Colleen Chambers
- -----------------------------
Colleen Chambers
Analyst
Corporate Finance Services
CC/rw
cc: British Columbia Securities Commission
Attention: Corporate Finance Department
Venture Pacific Development
cc1014
<PAGE> 33
[LETTERHEAD OF DAVID M. CALABRIGO]
February 1, 1996 VIA COURIER
British Columbia Securities Commission
#1100 - 865 Hornby Street
Vancouver, B.C.
V6Z 2H4
ATTENTION: REGISTRATION AND STATUTORY FILINGS
Dear Sirs:
RE: VENTURE PACIFIC DEVELOPMENT CORPORATION
(THE "COMPANY") FORM 27 - MATERIAL CHANGE REPORT
Pursuant to the Company's press release dated January 26, 1996, we enclose
herein a Form 27 Material Change Report disclosing the information contained in
the press release.
We trust you will find the foregoing in order, however should you have any
questions, please feel free to contact the writer.
Yours truly,
/s/ DAVID M. CALABRIGO
- ----------------------------------------
David M. Calabrigo
:jm/Enclosure
cc: Vancouver Stock Exchange
Attention: Listings Dept.
Venture Pacific Development Corporation
Attention: Mr. Ronald W. Downey
<PAGE> 34
FORM 27
SECURITIES ACT
MATERIAL CHANGE REPORT UNDER SECTION 67(1) OF THE ACT
1. REPORTING ISSUER
VENTURE PACIFIC DEVELOPMENT CORPORATION
Suite 1204
700 West Pender Street
Vancouver, British Columbia
Canada V6C 1G8.
Telephone Number: (604) 687-4588
2. DATE OF THE MATERIAL CHANGE
January 26, 1996
3. PRESS RELEASE
Press Release dated January 26, 1996 and disseminated through Canada
Stockwatch Magazine, Market News Publishing Inc., George Cross News Letter,
the Vancouver Stock Exchange and the British Columbia Securities Commission.
4. SUMMARY OF MATERIAL CHANGE
The Issuer announced that it is proposing a private placement consisting of
1,785,715 units at a price of $0.56 per unit, each unit consisting of one
share and one share purchase warrant to purchase a further share at a price
of $0.56 in the first year and at $0.65 in the second year. The private
placement is subject to regulatory approval.
5. FULL DESCRIPTION OF MATERIAL CHANGE
The Company announces a proposed private placement of 1,785,715 shares at a
price of $0.56 per share with non-transferable share purchase warrants
attached entitling the purchase of up to an additional 1,785,715 shares at a
price of $0.56 per share if exercised in the first year and $0.56 per share
if exercised in the second year. The private placement is subject to
regulatory approval.
<PAGE> 35
-2-
The $1,000,000 in proceeds to be received by the Company from the private
placement is intended to be used, as to approximately $850,000, to fund
development costs associated with the 54 unit townhouse and condominium
development known as Creekside Village at Pemberton, British Columbia and,
as to the balance for working capital.
6. RELIANCE ON SECTION 67(2) OF THE ACT
Not applicable.
7. OMITTED INFORMATION
Not applicable.
8. SENIOR OFFICERS
Ronald W. Downey
President & C.E.O
(604) 687-4588
9. STATEMENT OF SENIOR OFFICER
The foregoing accurately discloses the material change referred to herein.
DATED at Vancouver, British Columbia, this 31st day of January 31, 1996.
/s/ Ronald R. Downey
-----------------------------
RONALD R. DOWNEY, PRESIDENT
<PAGE> 36
THIS INVESTOR RELATIONS AGREEMENT is made effective the _____________
day of March, 1996.
BETWEEN:
VENTURE PACIFIC DEVELOPMENT CORPORATION, of
Suite 1204, 700 West Pender Street, Vancouver, British Columbia
V6C 1G8
(hereinafter called the "Company")
OF THE FIRST PART
AND:
BRUCE GOLDSTEIN of 6879 Town Harbour Boulevard, Suite
1221, Boca Raton, Florida, U.S.A., 33433 and ED ROGERS of
6675 South Oriole Boulevard, Del Ray Beach, Florida, U.S.A.,
33446
(hereinafter called the "Contractors")
OF THE SECOND PART
WHEREAS:
A. The Company is engaged in the business of land development and gaming
(the "Business");
B. The Contractors have represented to the Company that its principals,
Bruce Goldstein ("Goldstein") of Boca Raton, Florida and Ed Rogers ("Rogers")
of Del Ray Beach, Florida, have the qualifications and expertise to provide
investor relations services to the Company through Discovery Financial
("Discovery") of Coral Springs, Florida in connection with the Business and the
Company; and
C. The Company considers it to be in its best interest to engage the
Contractors to provide investor relations services to it through Discovery on
the terms and subject to the conditions hereinafter set forth.
NOW THEREFORE THIS AGREEMENT WITNESS THAT the parties mutually agree
as follows:
<PAGE> 37
-2-
1. ENGAGEMENT
1.1 Subject to the terms and conditions hereof, the Company hereby engages
the Contractors to provide the investor relations services set out in Section
2.1 hereof (the "Services") to it through Discovery.
1.2 The Contractors' obligations to perform the Services shall commence on
the day (the "Effective Date") following the day the Company and the Contractors
execute this Agreement and will continue for a term of three (3) months from the
Effective Date unless earlier terminated or extended in accordance with Section
5 hereof (the "Term").
2. SERVICES
2.1 Subject to the direction of the Board of Directors of the Company, the
Contractors through Discovery shall use its best efforts to promote the Business
and the Company and without limiting the generality of the foregoing, shall
develop, implement and maintain an ongoing investor relations support system for
the Company with the general objective of maintaining and expanding existing and
potential investor awareness of the Business and the Company's activities by:
(a) advising on and assisting in disseminating corporate and Business
information on a regular basis to the Company's shareholders;
(b) advising on considerations in the preparation of the Company's press
releases in respect of the Business and other corporate matters;
(c) providing to the Company information relating to institutional
investor sentiment about the Company and the Business;
(d) targeting and identifying to the Company specific institutional
investors who would be suitable long-term investors in the Company;
(e) advising on and assisting in planning and organizing a corporate
presentation, including advice on the format, content, timing,
participants and appropriate locations;
(f) managing financial media relations and financial advertising, if
appropriate;
(g) providing advice and support relating to the financial and media
community in the event that a timely response is necessary because of
an unusual event;
<PAGE> 38
-3-
(h) doing all such acts and things as may be required to foster,
facilitate and enhance a positive reputation for the Company in the
marketplace, on the VSE and on any other stock exchange upon which
the Company may choose to list its securities.
2.2 The Contractors shall perform the Services in a diligent and efficient
manner and will faithfully devote the time, effort and ability necessary to
perform the Services.
3. CONSIDERATION
In consideration for the Services, the Company shall pay the
Contractors the aggregate sum of $7,500 per month in advance during the Term,
the first such payment to be made on the Effective Date.
4. RELATIONSHIP OF THE PARTIES
The services to be performed by the Contractors hereunder through
Discovery are personal in character and neither this Agreement nor any rights
or benefits arising thereunder are assignable by the Contractors or Discovery.
In performing the Services, the Contractors and Discovery shall operate as, and
shall have the status of, independent contractors and shall not act or hold
themselves out as, or be an agent of, the Company.
5. TERMINATION AND RENEWAL
5.1 This Agreement may be terminated at any time by the Company if it
determines that the Contractors are not qualified to provide the Services as
represented in Recital B and otherwise, by either party on 30 days prior
written notice to the other party.
5.2 This Agreement may be renewed at the end of the Term by agreement in
writing of the parties.
6. NOTICES
6.1 Any notice, direction or other instrument required or permitted to be
given under the provisions of this Agreement will be in writing and may be
given by delivery of the same or by mailing the same by prepaid, registered or
certified mail or by sending the same by fax or other similar form of
communication, in each case addressed as follows:
<PAGE> 39
-4-
(a) If to the Company at:
Suite 1204
700 West Pender Street
Vancouver, British Columbia
V6C 1G8
Attention: Mr. Ron Downey
Fax No.: (604) 687-4905
(b) If to the Contractors at:
Discovery Financial
9070 North West 53rd Street
Coral Springs, Florida
U.S.A. 33067
Attention: Bruce Goldstein or Ed Rogers
Fax No.: (954) 943-6430
6.2 Any notice, direction or other instrument aforesaid, if delivered, will
be deemed to have been given and received on the day it was delivered, and if
mailed, will be deemed to have been given and received on the fifth business day
following the day of mailing except in the event of disruption of the postal
service in which event notice will be deemed to be received only when actually
received and, if sent by fax or other similar form of communication, be deemed
to have been given or received on the day it was so sent.
6.3 Any party may at any time give to the other notice in writing of any
change of address of the party giving such notice and from and after the giving
of such notice the address or addresses therein specified will be deemed to be
the address of such party for the purposes of giving notice hereunder.
7. FURTHER ASSURANCES
Each party will at any time and from time to time, upon the request of
the other, execute and deliver such further documents and do such further acts
and things as such other party may reasonably request in order to evidence,
carry out and give full effect to the terms, conditions, intent and meaning of
this Agreement.
<PAGE> 40
-5-
8. ENUREMENT
This Agreement shall enure to the benefit of and be binding on the
parties to this Agreement and their respective successors and permitted assigns.
9. LAW
This Agreement shall be governed by and construed in accordance with the
laws of the Province of British Columbia and the parties hereby irrevocably
attorn to the courts of such Province.
IN WITNESS WHEREOF the parties have executed this Agreement by their
duly authorized signatories as of the day and year first above written.
VENTURE PACIFIC DEVELOPMENT CORPORATION
Per: /s/ Ronald R. Downey
----------------------------------
/s/ Bruce Goldstein
----------------------------------
BRUCE GOLDSTEIN
/s/ Ed Rogers
----------------------------------
ED ROGERS
/s/ Evelyn Persaud
----------------------------------
EVELYN PERSAUD
My Commission CC311562
Expires Aug. 29, 1997
Bonded by ANB
800-852-5878
<PAGE> 41
APPENDIX 23C
DECLARATION OF STOCK OPTION POSITION
(This form to be completed by the Optionee)
INCENTIVE STOCK OPTIONS
TO: The Vancouver Stock Exchange
RE: VENTURE PACIFIC DEVELOPMENT CORPORATION (the "Company"), incentive stock
options to purchase 100,000 common shares of the Company at $1.10 per
share, granted on March 29, 1996 and expiring March 29, 1997 (the
"Options").
I, Bruce Goldstein, HEREBY CERTIFY that the non-transferable Options have been
granted to me in compliance with the requirements of V.S.E. Listings Policy 23;
and more particularly that at the time of grant, I was not aware of any change
in the affairs of the Company which might have affected the trading price or
value of the Company's shares and which had not been disclosed to the public.
If the Company is classified as a Venture Company as at the date of this
Declaration, I confirm that I have not been granted a stock option in the
Company within two years of the date of grant of the Options.
I am a Senior Officer (director/senior officer/bona fide employee) of 345384
B.C. Ltd., a subsidiary of the Company, or I am an individual employed by
_________________________________, a company providing management services to
the Company. (If an employee: my job description is ___________________________
and I work ______ hours per week for the Company or its subsidiaries.)
I HEREBY CERTIFY FURTHER that I do not hold stock options with more than 15
companies listed on the Vancouver Stock Exchange (including the Company).
I HEREBY FURTHER CERTIFY (complete either Part I or Part II as applicable):
PART I
THAT I do not currently have any outstanding options granted by any listed
company.
DATED this 1st day of APRIL, 1996.
Signature: /s/ Bruce Goldstein
---------------------------------
Bruce Goldstein
<PAGE> 42
-2-
PART II
THAT I hold as of the date of this Declaration outstanding stock options which
have been granted to me by the Company and/or other listed companies as follows:
Name of Listed Company Outstanding Balance
NONE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(Complete on separate sheet if insufficient space)
DATED this 1st day of April , 1996
------ --------
Signature: /s/ Bruce Goldstein
--------------------
Bruce Goldstein
Enforcement action by the Vancouver Stock Exchange, the British Columbia
Securities Commission or other regulatory authorities may result if a
person makes a statement in this document that, at the time, and in light
of the circumstances under which it was made, is a misrepresentation.
THIS DOCUMENT WILL BE PLACED IN THE COMPANY'S PUBLIC FILE
<PAGE> 43
APPENDIX 23C
DECLARATION OF STOCK OPTION POSITION
(This form to be completed by the Optionee)
INCENTIVE STOCK OPTIONS
TO: The Vancouver Stock Exchange
RE: VENTURE PACIFIC DEVELOPMENT CORPORATION (the "Company"), incentive stock
options to purchase 100,000 common shares of the Company at $1.10 per
share, granted on March 29, 1996 and expiring March 29, 1997 (the
"Options").
I, Ed Rogers, HEREBY CERTIFY that the non-transferable Options have been
granted to me in compliance with the requirements of V.S.E. Listings Policy 23;
and more particularly that at the time of grant, I was not aware of any change
in the affairs of the Company which might have affected the trading price or
value of the Company's shares and which had not been disclosed to the public.
If the Company is classified as a Venture Company as at the date of this
Declaration, I confirm that I have not been granted a stock option in the
Company within two years of the date of grant of the Options.
I am a Senior Officer(director/senior/ officer/bona fide employee) of 345384
B.C. Ltd., a subsidiary of the Company, or I am an individual employed by
__________________________________________, a company providing management
services to the Company. (If an employee: my job description is ____________
___________________________________ and I work _______ hours per week for
the Company or its subsidiaries.)
I HEREBY CERTIFY FURTHER that I do not hold stock options with more than 15
companies listed on the Vancouver Stock Exchange (including the Company).
I HEREBY FURTHER CERTIFY (complete either Part I or Part II as applicable):
PART I
THAT I do not currently have any outstanding options granted by any listed
company.
DATED this 1 day of April, 1996.
--- ----- --
Signature: /s/ Edward Rogers
--------------------
Edward Rogers
<PAGE> 44
-2-
PART II
THAT I hold as of the date of this Declaration outstanding stock options which
have been granted to me by the Company and/or listed companies as follows:
Name of Listed Company Outstanding Balance
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Complete on separate sheet if insufficient space)
DATED this 1 day of April, 1999.
--- ----- --
Signature: /s/ Edward Rogers
--------------------
Edward Rogers
Enforcement action by the Vancouver Stock Exchange, the British
Columbia Securities Commission or other regulatory authorities
may result if a person makes a statement in this document that,
at the time, and in light of the circumstances under which it
was made, is a misrepresentation.
THIS DOCUMENT WILL BE PLACED IN THE COMPANY'S PUBLIC FILE
<PAGE> 45
APPENDIX 23D
SUMMARY FORM - INCENTIVE STOCK OPTIONS
(Attach to Declaration of Incentive Stock Options (Appendix 23E))
COMPANY NAME: Venture Pacific Development Corporation SYMBOL: VSE:VPV
--------------------------------------- -------
DATE: March 29, 1996
--------------
1. OPTIONS PROPOSED FOR ACCEPTANCE:
Date of Grant: 96/03/29 (y/m/d).
--------
<TABLE>
<CAPTION>
=====================================================================================
POSITION
(DIRECTOR/SENIOR INSIDER?
OFFICER/ YES OR NO. OF EXERCISE EXPIRY
NAME OF OPTIONEE EMPLOYEE) NO SHARES PRICE DATE
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Bruce Goldstein Officer 50,000 $1.10 March 29, 1997
- -------------------------------------------------------------------------------------
Ed Rogers Officer 50,000 $1.10 March 29, 1997
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
=====================================================================================
</TABLE>
Total Number of optioned shares proposed for acceptance: 100,000 common shares
---------------------
2. OTHER OUTSTANDING OPTIONS:
<TABLE>
<CAPTION>
================================================================
NO. OF EXERCISE DATE OF EXPIRY
NAME OF OPTIONEE SHARES PRICE GRANT DATE
- ----------------------------------------------------------------
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------
- ----------------------------------------------------------------
- ----------------------------------------------------------------
- ----------------------------------------------------------------
================================================================
</TABLE>
Total Number of shares optioned, including those proposed for acceptance
------
3. State the date of the press release announcing the grant of options:
March 29, 1996 (attach copy).
--------------
4. State the total issued and outstanding share capital at the date of grant:
--------------.
<PAGE> 46
-2-
5. State, as a percentage of the issued shares of the Company, the aggregate
number of shares that are subject to incentive stock options, including
options of this Filing:----------- %.
6. State the closing price of the Company's shares for the ten trading days
immediately preceding the date of grant and the average closing price for
such ten days. If the exercise price is determined other than by the
average ten day closing price, provide details:
<TABLE>
<CAPTION>
Date Closing Price Average Closing Price
<S> <C> <C>
March 29/96 $ 1.40
- ----------------- -----------------
28 $ 1.40
- ----------------- -----------------
27 $ 1.35
- ----------------- -----------------
26 $ 1.25
- ----------------- -----------------
25 $ 1.16
- ----------------- -----------------
22 $ 1.25
- ----------------- -----------------
21 $ 1.20
- ----------------- -----------------
20 $ 1.01
- ----------------- -----------------
19 $ 1.01
- ----------------- -----------------
18 $ 1.01 $ 1.21
- ----------------- ----------------- -------------------
</TABLE>
7. No material change occurred and no press release was issued by the Company
during the ten trading days immediately preceding the date of grant. If a
material change did occur within the ten trading days immediately preceding
the grant, the average does not include a closing price that occurred
earlier than the trading day following the day on which the material change
was announced.
8. If the Company has completed a public distribution of its securities within
six months of the date of grant, state the per share price paid by the
public investors: $ ---------------.
9. The fee for this filing is: $336.00, which sum plus GST is enclosed with
this application. -------
Enforcement action by the Vancouver Stock Exchange, the British Columbia
Securities Commission or other regulatory authorities may result if a person
makes a statement in this document that, at the time, and in light of the
circumstances under which it was made, is a misrepresentation.
THIS DOCUMENT WILL BE PLACED IN THE COMPANY'S PUBLIC FILE
<PAGE> 47
APPENDIX 23G
STOCK OPTION CHECKLIST
REGULAR FILING
COMPANY CHECKLIST
COMPANY NAME VENTURE PACIFIC DEVELOPMENT CORPORATION (the "Company")
SYMBOL VSE:VPV
VENTURE BOARD COMPANY X
---
SENIOR BOARD COMPANY
---
RELEVANT POLICIES: Policy 23, Director and Employee Stock Options. See also
Policy 11, Inactive Companies and Reactivation, Policy
18.5, and Reverse Takeovers.
1. PURPOSE: This form is designed to list documents needed and
establish that the grant of options contemplated is in
compliance with the requirements of Exchange policies
in order to speed up the Exchange's review and
acceptance of the application.
2. DOCUMENTS: All documents filed within 30 days of grant of options
Yes___ No___
Place a check mark in the box to indicate the following documentation is
enclosed.
a. Copy of the news release announcing grant of options: Date of release
March 29, 1996 ___
b. Certified true copy of the directors' resolution granting the option ___
c. Certified true copies or originals of the individual option agreements ___
d. If optionees include Insiders, copy of the Information Circular and minutes
of shareholders' meeting at which shareholder approval was obtained ___
IF THE SHAREHOLDER MEETING HAS NOT YET TAKEN PLACE,
PLEASE CHECK HERE ___
e. Declaration of Stock Option Position completed and executed by each optionee
(Appendix 23C) ___
f. If optionees include a corporation, a Certificate and Undertaking Required
From a Corporation Granted an Incentive Stock Option (Appendix 23B) ___
g. Particulars of any existing incentive stock options held by any optionees
(must be in the form of a Declaration of Stock Option Summary Form -
Appendix 23D) ___
<PAGE> 48
- 2 -
h. Filing Fees [ ]
3. DOCUMENT REVIEW: Please place a check in the applicable box to ensure that
the following provisions are included in the applicable
documents.
<TABLE>
<CAPTION>
=======================================================================================
ITEMS - GENERAL REQUIREMENTS YES NO N/A
- ---------------------------------------------------------------------------------------
<S> <C> <C>
a. Option Agreements
- ---------------------------------------------------------------------------------------
(i) Option not transferable/assignable Yes
- ---------------------------------------------------------------------------------------
(ii) Period option exercisable after death of optionee Yes
will not exceed 1 year
- ---------------------------------------------------------------------------------------
(iii) Option exercisable not more than 30 days after Yes
optionee ceases to be employee, director, senior
officer (not applicable to Senior Board Companies)
- ---------------------------------------------------------------------------------------
(iv) Represents that optionee is a bona fide Yes
employee/director/senior officer
- ---------------------------------------------------------------------------------------
(v) Shareholder approval prior to exercise of options N/A
to Insiders required
- ---------------------------------------------------------------------------------------
(vi) Shareholder approval of amendments to options to Yes
Insiders agreements required
- ---------------------------------------------------------------------------------------
b. Term of options (equal to or less than 5 yrs Venture, One (1)
equal to or less than 10 yrs Senior) Year
- ---------------------------------------------------------------------------------------
c. Total options do not exceed 10% issued and outstanding Yes
(unless the Company has a Stock Option Plan that states
otherwise)
- ---------------------------------------------------------------------------------------
d. Total options to any one optionee does not exceed 5% Yes
issued and outstanding
=======================================================================================
</TABLE>
4. INACTIVE COMPANIES AND COMPANIES UNDERGOING REVERSE TAKEOVERS:
a. Is the Company "inactive"? Yes No X
--- ---
- If YES, Company cannot grant new stock options nor Insiders exercise
existing stock options pursuant to Policy 11
<PAGE> 49
-3-
B. Is the Company presently undergoing or has the Company recently
completed a Reverse Takeover? Yes No X
---- ----
- If YES, Company cannot grant options until at least 30 days
from the date of resumption of trading pursuant to Policy
18.5.
5. IS THE/AN OPTIONEE A CORPORATION: Yes No X
---- ----
- If YES, are the shares of corporate optionee wholly-owned
by an individual eligible for the options (e.g. employee,
director, senior officer) Yes No
---- ----
- If YES, has the corporate optionee filed a Certificate and
Undertaking Required From a Corporation Granted an Incentive
Stock Option (Appendix 23B) Yes No
---- ----
6. PRICING AND POLICY COMPLIANCE:
Is the Price calculated correctly having regard to:
a. Is the exercise price THE GREATER OF average closing price
within 10 trading days before the day of grant AND $0.15
per share? Yes X No
---- ----
b. If no trades took place within 10 trading days, is the exercise price THE
GREATER OF last closing price AND $0.15 per share? Yes X No
---- ----
c. If a material change was announced within 10 trading days after the grant,
is the exercise price THE GREATER OF average closing price for the period
from the trading day after the material change announcement and ending on
the trading day before the grant AND $0.15 per share? Yes X No
---- ----
d. If the grant is within 6 months of a public distribution, is the
exercise price THE GREATER OF the average closing price within
10 trading days before the grant and the per share price of the
distribution? Yes X No
---- ----
7. ADDITIONAL REQUIREMENTS FOR VENTURE COMPANIES:
The following provisions are only applicable to companies listed on the
Exchange's Venture Board.
a. Only one option is granted to the same individual
at any one time? Yes X No
---- ----
b. Has it been 2 years since the last grant for
this optionee? Yes X No
---- ----
c. No optionee has stock options with more than 15
companies? Yes X No
---- ----
<PAGE> 50
-4-
8. VSE NOTICE: The following is needed to complete the VSE acceptance notice.
Total number of shares on which options are granted: 100,000 common shares
---------------------
Exercise price: $1.10 per share
------------------------------------
Date granted (yr/mth/day): March 29, 1996
-------------------------
Expiry Date (yr/mth/day): March 29, 1997
-------------------------
9. POLICY DEVIATION:
If the Company has answered YES to Questions 4 or NO to any of Questions
2,3,5,6, and 7, the covering letter provided with this Checklist explains
why a deviation from Exchange policy is in the best interests of the Company
and the investing public.
Yes No
---- ----
10. CERTIFICATION:
The undersigned, being a director or senior officer of the Company,
certifies that the information disclosed in this Checklist is true in all
respects as of the date noted below.
Date ____________________ Ronald W. Downey
______________________________________________
Name of director or officer
/s/ Ronald W. Downey
_____________________________
Ronald W. Downey Signature
President
_____________________________
Official Capacity
Enforcement action by the Vancouver Stock Exchange, the British Columbia
Securities Commission or other regulatory authorities may result if a person
makes a statement in this document that, at the time, and in light of the
circumstances under which it was made, is a misrepresentation.
<PAGE> 51
[VENTURE PACIFIC DEVELOPMENT CORPORATION]
NEWS RELEASE
FOR IMMEDIATE RELEASE
- ---------------------
VANCOUVER, BRITISH COLUMBIA. (MARCH 29, 1995) - VENTURE PACIFIC DEVELOPMENT
CORPORATION, a publicly-held company which trades on the Senior Board of the
Vancouver Stock Exchange (Symbol: VPV) and on the NASDAQ Electronic Bulletin in
the United States (Symbol: VEPDF) (the "Company") announces today the granting
of stock options in the amount of 100,000 common shares. These shares will
entitle the holders thereof to purchase an aggregate 100,000 common shares of
the Company exercisable at $1.10 per share at any time up to and including
March 29, 1997.
FOR FURTHER INFORMATION CONTACT: RONALD W. DOWNEY AT (604) 687-4588 OR 1-(888)
260-8888 BY FAX AT (604) 687-4905.
On behalf of the Board of Directors
/s/ Ronald W. Downey
- -----------------------------------
Ronald W. Downey, President & C.E.O.
The Vancouver Stock Exchange has not reviewed and does not accept responsibility
for the adequacy or accuracy of this release.
<PAGE> 52
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
VENTURE PACIFIC DEVELOPMENT CORPORATION
(Registrant)
Date: June 12, 1996 By: /s/ Ronald W. Downey
Ronald W. Downey
President and Chief Executive Officer
(Signature)*
*Print the name and title of the signing officer under his signature.
