ALBERTA SECURITIES COMMISSION
PARTIAL REVOCATION ORDER
Under the securities legislation of Alberta (the Legislation)
Citation: Re Perpetual Industries Inc., 2019 ABASC 70
Date: 20190508
Perpetual Industries Inc.
Background
1. Perpetual Industries Inc. (the Filer) has made an application under Section 214 of the Securities Act (Alberta) (the Act) to the Executive Director of the Alberta Securities Commission (ASC) for an order to vary a cease trade order dated 4 December 2015 Re Perpetual Industries Inc., 2015 ABASC 971 (the Alberta CTO).
Interpretation
2. Terms defined in National Instrument 14-101 Definitions have the same meaning if used in this order, unless otherwise defined.
Representations
3. This decision is based on the following facts represented by the Filer:
(a) The Filer was incorporated under the laws of Nevada, USA on 25 January 2005.
(b) The Filer's head office is located in Auburn, Indiana.
(c) The Filer is a reporting issuer in the provinces of Alberta and British Columbia, and is not a reporting issuer in any other Canadian jurisdiction.
(d) The Filer does not currently have, nor has the Filer ever had, any of its securities listed or posted on a Canadian stock exchange or Canadian stock trading system.
(e) The authorized share capital of the Filer is comprised of up to 100,000,000 common shares with a par value of $0.001 United States dollars (USD) (Common Shares) and, as of the date hereof, there was a total of 35,491,400 issued and outstanding common shares in the capital of the Filer.
(f) On 4 December 2015, the ASC issued the Alberta CTO in response to the Filer's failure to file its annual audited financial statements, annual management's discussion and analysis, certification of annual filings and annual information form for the year ended 31 July 2015 (the CD Materials).
(g) The Filer is also subject to a cease trade order (BC CTO) of the British Columbia Securities Commission issued 8 December 2015 in response to the Filer’s failure to file the CD Materials (together with the Alberta CTO, the CTOs).
(h) Other than what is described in this order, the Filer has not been subject to any other cease trade orders.
(i) The Filer seeks to vary the CTOs to permit the Filer to complete a private placement (the Private Placement) of an amount of up to a maximum of USD $200,000 by way of the issuance of Common Shares at a price of USD $0.05 per Common Share to one or more subscribers pursuant to the "Accredited Investor" exemption under Section 2.3 of National Instrument 45-106 Prospectus Exemptions, solely in order to cover all costs and fees (which includes audit fees, professional fees, late filing fees and any other applicable fees) that are related to the fulfillment by the Filer of all of its disclosure obligations and in order to file all the financial statements, management's discussion and analysis and related certifications for all previously ended annual and interim periods since the date of the Alberta CTO as required by applicable law.
(j) As the Private Placement will involve trades in securities of the Filer (including, for greater certainty, acts in furtherance of trades in securities of the Filer), the Private Placement cannot be completed without a variation of the CTOs.
(k) The Private Placement is intended to take place in the State of Indiana, United States.
(l) The Filer reasonably expects the proceeds from the Private Placement will be used in a manner consistent with the table below:
| Legal Fees | USD$65,000 |
| Audit Fees | USD$50,000 |
| Late Filing and Participation Fees | USD$25,000 |
| Accounting Fees | USD$25,000 |
| Registrar and Transfer Agent Fees | USD$10,000 |
| Total | USD$175,000 |
(m) The Filer has concurrently applied for a partial revocation of the BC CTO.
(n) Upon the issuance of this order, the Filer will issue a news release and file a material change report announcing, among other things, the Private Placement and this order.
(o) The Filer reasonably expects that the proceeds raised from the Private Placement will be sufficient to bring its continuous disclosure up to date and to apply for a full revocation of the CTOs and pay all outstanding related fees.
(p) Within a reasonable time following the completion of the Private Placement, the Filer intends to apply for a total revocation of the CTOs.
(q) The Filer hereby undertakes to provide the signed and dated written acknowledgments referred to in paragraph 3(c) below to the Executive Director on request.
Decision
4. The undersigned, considering that it would not be prejudicial to the public interest to do so, orders under subsection 214(1.1) of the Act that the Alberta CTO is varied to permit the Private Placement, provided that prior to completion of the Private Placement, each subscriber will receive:
(a) a copy of the Alberta CTO;
(b) a copy of this partial revocation order; and
(c) written notice from and acknowledge to the Filer that all of the Filer’s securities, including the securities issued in connection with the Private Placement will remain subject to the CTOs until such orders are revoked and that the issuance of a partial revocation order does not guarantee the issuance of a full revocation in the future.
8 May 2019
"original signed by"
Timothy Robson
Manager, Legal
Corporate Finance
Alberta Securities Commission