Citation: 2018 BCSECCOM 188
Partial Revocation Order
REGI U.S., Inc.
Section 171 of the Securities Act, R.S.B.C. 1996, c. 418
¶ 1 On August 8, 2017, the Executive Director ordered under section 164(1) of the Act that all trading in the securities of REGI U.S., Inc. (REGI U.S.) cease until it files the required records and the Executive Director revokes the cease trade order.
¶ 2 REGI U.S. has applied to the Executive Director under National Policy 12-202 Revocation of Certain Cease Trade Orders, for an order under section 171 of the Act for a partial revocation of the Case Trade Order to permit certain acts in furtherance of a trade and certain issuances of securities as described below
¶ 3 REGI U.S. has represented to the Executive Director that:
1. It is an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets (MI 51-105);
2. The head office is in Spokane, Washington, USA;
3. It is a reporting issuer only in British Columbia;
4. It is seeking a partial revocation in order to issue the following Senior Secured Convertible Loans (the SSCLs) totaling US$63,490, convertible into common stock at US$0.10 per share, secured against all assets of REGI U.S., repayable two years after the issuance, bearing simple interest rate of 10% during the term of the notes and simple interest rate of 20% after the due date (the Financing);
5. The SSCLs will be allocated as follows:
| Amount US$ | Consideration received by the Company | Purpose of the convertible debt / use of proceeds |
| $40,000 | Cash proceeds of $40,000 | Audit of financial statements for the year ended April 30, 2018; filing fees with the securities commissions; transfer agent fees; and general working capital |
| $4,000 | Finders' commission for the above SSCL | Finders' fee for Senior Secured Convertible Loan |
| $15,000 | Settlement of accounts payable | Debt settlement with consultant providing accounting and other services in preparation of audit and regulatory filings |
| $4,490 | Settlement of accounts payable | Debt settlement with a consultant providing critical research services for the company's technologies |
| $63,490 | Total |
6. REGI U.S. intends to rely on the exemptions contained in National Instrument 45-106 Prospectus and Registration Exemptions to complete the issuances of the SSCLs;
7. REGI U.S. has also applied to the Executive Director for a full revocation of the Cease Trade Order; and
8. Before completing the issuances of the SSCLs, REGI U.S. will:
(a) Provide each investor in and purchaser of the SSCL a copy of the Cease Trade Order;
(b) Provide each investor in and purchaser of the SSCL a copy of this order partially revoking the Cease Trade Order; and
(c) Obtain a signed and dated acknowledgement from each investor in and purchaser of the SSCL, which clearly states that the issuance of a partial revocation order does not guarantee the issuance of a full revocation order in the future.
¶ 4 The Executive Director is satisfied that this order is not prejudicial to the public interest.
¶ 5 The Executive Director orders under section 171 of the Act that the Cease Trade Order be partially revoked solely to permit the issuance of the SSCLs, and the conversion into common shares as described in the Financing.
¶ 6 June 18, 2018
Allan Lim, CPA, CA
Manager
Corporate Finance